Australian Oilseeds Holdings Ltd 20-F for FY2026
Australian Oilseeds Holdings Ltd (COOT)
About this 20-F
Australian Oilseeds Holdings Ltd filed this 20-F on November 3, 2026, covering the fiscal year ended June 30, 2026 (FY2026).
Australian Oilseeds Holdings Ltd completed the sale of AOI to Trusha Realty Pte Ltd on July 27, 2026 for US$1.00, shifting continuing operations to TenantGraph and RentBuddyUK. Fiscal 2026 revenue was AUD$1,179,071 and total loss was AUD$20,267,226. AI summary
Headline figures
Fiscal year ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- 1.18M AUD
- Net loss
- 19.02M AUD
- compared with a net loss of 1.3M AUD a year earlier
- Diluted EPS
- -0.57 AUD
- compared with -0.06 AUD a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
OR
For the fiscal year ended
OR
OR
Commission File Number:
(Exact name of Registrant as specified in its charter)
| Not Applicable | ||
| (Translation of Registrant’s name into English) | (Jurisdiction of incorporation or organization) |
(Address of principal executive offices)
Tel:
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered | ||
| The | ||||
| The |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
The number of outstanding shares of each class as of June 30, 2026.
| Title of each class | Trading Symbols | Outstanding shares as of June 30, 2026 | ||
| Ordinary Shares, par value $.0001 per share | COOT |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| ☐ | U.S. GAAP |
| ☒ |
| ☐ | Other |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Explanatory Note
Commencing with the filing of its annual report for the fiscal year ended June 30, 2025, Australian Oilseeds Holdings Limited (the “Company”) relies on its status as a Foreign Private Issuer (FPI). FPI status allows the Company to file its Annual Report on Form 20-F, which is reserved for foreign companies to file its annual report with the U.S. Securities and Exchange Commission (SEC).
During the fiscal year ended June 30, 2026, the Company’s oilseed crushing and edible oils business was carried on by Australian Oilseeds Investments Pty Ltd, an Australian proprietary company (“AOI”), together with its subsidiaries. On June 29, 2026, the Company closed its acquisition of an approximately 51% interest in RENTBUDDYUK LIMITED, a company incorporated under the laws of the United Kingdom (“RentBuddyUK”). On July 27, 2026, the Company entered into a share purchase agreement to sell all of the issued and outstanding shares of AOI (the “Disposal”). See “Item 4.A. History and Development of the Company.” Unless otherwise indicated, the description of the oilseed crushing and edible oils business in this Annual Report relates to the period prior to the Disposal.
TABLE OF CONTENTS
| i |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements that we make from time to time, including statements contained in this Annual Report on Form 20-F constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical facts contained in this Annual Report on Form 20-F are forward-looking statements. The forward-looking statements in this Annual Report on Form 20-F are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. In some cases, you can identify these forward-looking statements by terms such as “anticipate,” “believe,” “continue,” “could,” “depends,” “estimate,” “expects,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of those terms or other similar expressions, although not all forward-looking statements contain those words. We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives, and financial needs.
Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. Forward-looking statements in this Annual Report on Form 20-F include, without limitation, statements reflecting management’s expectations for future financial performance and operating expenditures (including our ability to continue as a going concern, to raise additional capital and to succeed in our future operations), expected growth, profitability and business outlook, and operating expenses.
Forward-looking statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from those anticipated by such statements. These factors include, among other things, the unknown risks and uncertainties that we believe could cause actual results to differ from these forward looking statements as set forth under the heading, “Risk Factors” and elsewhere in this Annual Report on Form 20-F. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all of the risks and uncertainties that could have an impact on the forward-looking statements, including without limitation, risks and uncertainties relating to:
| ● | our projected financial position and estimated cash burn rate; | |
| ● | our estimates regarding expenses, future revenues and capital requirements; | |
| ● | our ability to continue as a going concern; | |
| ● | our ability to raise substantial additional capital in sufficient amounts or on acceptable terms to fund our operations and our business plan; | |
| ● | our ability to integrate and grow the RentBuddyUK business; | |
| ● | our ability to regain compliance with the Nasdaq minimum bid price requirement or maintain compliance with any of the other Nasdaq continued listing requirements; |
| ii |
| ● | our ability to obtain and maintain intellectual property protection for our current products and services; | |
| ● | our ability to protect our intellectual property rights and the potential for us to incur substantial costs from lawsuits to enforce or protect our intellectual property rights; | |
| ● | the possibility that a third party may claim we have infringed, misappropriated or otherwise violated their intellectual property rights and that we may incur substantial costs and be required to devote substantial time defending against these claims; | |
| ● | the success of competing products or services that are or become available; | |
| ● | our ability to expand our organization to accommodate potential growth and our ability to retain and attract key personnel; and | |
| ● | the potential for us to incur substantial costs resulting from lawsuits against us and the potential for these lawsuits to cause us to limit our commercialization of our products and services. |
These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Annual Report on Form 20-F may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Annual Report on Form 20-F to conform these statements to actual results or to changes in our expectations.
This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements including those described in the “Risk Factors” under Item 3.D, and elsewhere in this Annual Report on Form 20-F.
| iii |
PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not Applicable.
Item 2. Offer Statistics and Expected Timetable
Not Applicable.
Item 3. Key Information
3.A. [Reserved]
3.B. Capitalization and Indebtedness
Not Applicable.
3.C. Reasons for the Offer and Use of Proceeds
Not Applicable.
3.D. Risk Factors
An investment in our securities involves a high degree of risk. This Annual Report contains a discussion of the risks applicable to an investment in our securities. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties are not presently known to us or that we currently deem immaterial may also affect our operations. The occurrence of any of these known or unknown risks might cause you to lose all or part of your investment in our securities. We may not be successful in preventing the material adverse effects that any of the following risks and uncertainties may cause. You could lose all or a significant portion of your investment due to any of these risks and uncertainties.
You should carefully consider the following risks, as well as the other information contained in this Annual Report on Form 20-F, including our historical financial statements and related notes included elsewhere in this Annual Report on Form 20-F before you decide to purchase our securities. Any one of these risks and uncertainties has the potential to cause material adverse effects on our business, prospects, financial condition and operating results which could cause actual results to differ materially from any forward-looking statements expressed by us and a significant decrease in the value of our Ordinary Shares and warrants. Refer to “Cautionary Note Regarding Forward-Looking Statements.”
Risks Related to our Ordinary Shares
Our stock price may be volatile, and purchasers of our Ordinary Shares could incur substantial losses.
The stock market in general has experienced significant price and volume fluctuations that have often been unrelated or disproportionate to operating performance of individual companies, particularly following a public offering of a company with a small public float. There is the potential for rapid and substantial price volatility of our Ordinary Shares. These broad market factors may seriously harm the market price of our Ordinary Shares, regardless of our actual or expected operating performance and financial condition or prospects, which may make it difficult for investors to assess the rapidly changing value of our Ordinary Shares.
1
We are currently listed on The Nasdaq Stock Market (“Nasdaq”). If we are unable to maintain listing of our securities on Nasdaq or any stock exchange, our stock price could be adversely affected and the liquidity of our stock and our ability to obtain financing could be impaired and it may be more difficult for our shareholders to sell their securities.
Although our Ordinary Shares are currently listed on Nasdaq, we may not be able to continue to meet the exchange’s minimum listing requirements or those of any other national exchange. If we are unable to maintain a listing on Nasdaq or if a liquid market for our Ordinary Shares does not develop or is sustained, our Ordinary Shares may remain thinly traded. As previously reported on Form 6-K, on August 28, 2024, the Company received a letter from the Listing Qualifications staff of Nasdaq notifying the Company that based on the closing bid price of the Company for the period for the prior 30 consecutive business days, the Company no longer meets Nasdaq Listing Rules 5550(a)(2) (the “Rules”) requirement that listed securities maintain a minimum bid price of $1 per share. Nasdaq provided the Company with 180 calendar days compliance period, or until February 24, 2025, in which to regain compliance with Nasdaq continued listing requirement. On January 3, 2025, Nasdaq sent a letter to the Company advising that Nasdaq has determined that for the prior 15 consecutive business days, from December 11, 2024 to January 2, 2025, the closing bid price of the Company’s Ordinary Shares has been at $1.00 per share or greater. Accordingly, the Company regained compliance with Listing Rule 5450(a)(1), and this matter was closed.
As previously reported, on December 6, 2024, the Company received a notification letter (the “Letter”) from Nasdaq notifying the Company that its amount of shareholders’ equity has fallen below the $10,000,000 required minimum for continued listing as set forth in Nasdaq Listing Rule 5550(b)(1)(A). The Company’s shareholders’ equity as reported in the Company’s Annual Report on Form 10-K for the period ended June 30, 2024 was AUD $907,569. Based on the currency conversion rate from AUD to USD as of June 30, 2024, the shareholders’ equity was approximately $605,258. In accordance with Nasdaq rules and as stated in the Letter, the Company had until January 21, 2025 (45 calendar days from the date of the Letter) to submit a plan to regain compliance. On January 20, 2025, the Company submitted its plan of compliance which it supplemented on January 28, 2025. On February 18, 2025, based on the Company’s submission, the Nasdaq Staff determined to grant the Company an extension of time to regain compliance with Nasdaq Listing Rule 5550(b)(1)(A) to May 30, 2025.
As previously reported, on May 27, 2025, the Company received a written notice (the “Bid Price Notice”) from Nasdaq indicating that the Company is not in compliance with the $1.00 Minimum Bid Price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) for continued listing on Nasdaq. The Nasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price for the last 30 consecutive business days, the Company no longer meets this requirement. The Bid Price Notice indicated that the Company will be provided 180 calendar days to November 24, 2025 in which to regain compliance. If at any time during this period the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of ten consecutive business days, the Nasdaq Staff will provide the Company with a written confirmation of compliance and the matter will be closed.
In the event the Company does not regain compliance with Rule 5550(a)(2) prior to the expiration of the 180 calendar day period, the Nasdaq Staff will provide the Company with written notification that its securities are subject to delisting, which the Company may appeal to a Hearings Panel. Alternatively, if the Company fails to regain compliance with Rule 5550(a)(2) prior to the expiration of the 180 calendar day period, but meets the continued listing requirement for market value of publicly held shares and all of the other applicable standards for initial listing on The Nasdaq Capital Market, with the exception of the minimum bid price, and provides written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary, then the Company may be granted an additional 180 calendar days to regain compliance with Rule 5550(a)(2).
As previously reported, on May 27, 2025, the Company received written notice (the “Nasdaq Letter”) from Nasdaq indicating that the Company was delinquent in filing its Quarterly Report on Form 10-Q for the period ended March 31, 2025 (the “Form 10-Q”). The Company previously filed a Form 12b-25 with the Securities and Exchange Commission on May 14, 2025, disclosing that it was unable to file the Form 10-Q within the prescribed time period without unreasonable effort or expense. The Nasdaq Letter provided that under Nasdaq rules, the Company had 60 calendar days to submit a plan to regain compliance with respect to the Delinquent Filing. The Company filed its Quarterly Report on Form 10-Q for the period ended March 31, 2025 three days later on May 30, 2025, thereby regaining compliance with its filing obligation, which eliminated the need for the Company to submit a formal plan to regain compliance.
On July 30, 2025, the Company held extraordinary general meeting of shareholders, and it was resolved, pursuant to Section 60 of the Companies Act (Revised) of the Cayman Islands (the “Companies Act”), Article 62 of the Company’s articles of association, the Company’s share capital be amended to effect a reverse share split (the “Reverse Share Split”) of the Company’s Class A ordinary shares, par value $0.0001 per share, by a ratio in the range of 1 for 2 to 1 for 8, to be determined by the Company’s Board of Directors (“Board”) following the Extraordinary General Meeting. As of the date of this Annual Report, the Board has not implemented the Reverse Share Split.
2
As previously reported, on August 22, 2025, Nasdaq granted the Company’s request for continued listing subject to company demonstration of compliance with equity rule as per the company’s financial statements to be filed on or before September 30, 2025. As previously disclosed on June 10, 2025, the Company announced that it had received notification from Nasdaq regarding its failure to regain compliance with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5450(b)(1)(A) (the “Equity Rule”). The Company subsequently requested a hearing before the Nasdaq Hearings Panel, which was held on July 22, 2025. The Company presented to the Panel its plan to achieve compliance with applicable Nasdaq listing criteria and requested an extension of time to do so.
The Panel granted the Company an extension to regain compliance with continued listing requirements and demonstrate long-term compliance with the Equity Rule (which requires listed issuers to maintain minimum stockholders’ equity of $2.5 million). Specifically, the Panel has agreed to provide the Company until September 30, 2025 to regain compliance with the Equity Rule and to allow the continued listing of the Company’s ordinary shares and warrants on The Nasdaq Stock Market through such date, subject to the Company’s compliance with the Equity Rule on or prior to such date. The Company states that as of the hearing date on July 22, 2025, it had $2.6 million in shareholder equity. The Company plans to maintain this minimum equity value by converting additional debt and increasing revenues. As required by The Nasdaq Stock Market’s rules, should the Company regain compliance, it will be subject to a one-year panel monitor. Although the Company will use all reasonable efforts to achieve compliance with listing requirements, there can be no assurance that the Company will be able to maintain compliance with all Nasdaq continued listing requirement.
On September 30, 2025, the Company reported that its shareholders’ equity was AUD $4,721,826 (approximately US$3,166,405) as of June 30, 2025, based on its unaudited balance sheet, which satisfied the $2.5 million minimum shareholders’ equity requirement under the Equity Rule, and the Company regained compliance with Nasdaq Listing Rule 5450(b)(1)(A). The Company’s audited consolidated financial statements for the fiscal year ended June 30, 2025 subsequently reported total equity of AUD $4,654,036 as of June 30, 2025. On October 2, 2025, the Company reported supplemental shareholders’ equity of AUD $4,946,009 (approximately US$3,264,366) as of August 31, 2025, which the Company amended on October 28, 2025 to include additional compliance narrative.
The Company’s consolidated financial statements included in this Annual Report reflect total deficit of AUD$6,335,275 as of June 30, 2026, comprising a deficit of AUD$13.31 million attributable to equity holders of the Company and non-controlling interests of AUD$6.97 million. The deficit attributable to equity holders of the Company arose principally because the warrants issued in the Company’s two private placements during fiscal year 2026 (the “PIPE Warrants”) were classified as derivative liabilities of approximately AUD$22.16 million under IFRS Accounting Standards. On August 26, 2026, the Board approved the cancellation of the PIPE Warrants, and all 18.8 million outstanding PIPE Warrants were subsequently surrendered and cancelled under a warrant cancellation, waiver and release agreement with each holder, which eliminated the related derivative liability. The Company believes that, on a pro forma basis giving effect to the cancellation, its shareholders’ equity would have exceeded the $2.5 million minimum required under the Equity Rule. However, Nasdaq may assess the Company’s compliance with the Equity Rule based on the shareholders’ equity reported in this Annual Report, and there can be no assurance that Nasdaq will give effect to the cancellation of the PIPE Warrants. If Nasdaq determines that the Company has failed to satisfy the Equity Rule while it remains subject to the one-year panel monitor, the Nasdaq Listing Qualifications Staff would issue a delist determination without allowing the Company to submit a plan of compliance or providing a cure period, and the Company would need to request a new hearing before a Hearings Panel. There can be no assurance that a Hearings Panel would grant the Company’s request for continued listing.
The Company received notices dated October 29, 2025 from Nasdaq that it had regained compliance with the Minimum Bid Price Requirement, and that the Company’s application to transfer the listing of its securities to The Nasdaq Capital Market had been approved, effective October 31, 2025. Subsequently, the Company received a notice dated January 6, 2026 from Nasdaq stating that, for the preceding 30 consecutive business days, the closing bid price of the Company’s ordinary shares had again been below the $1.00 minimum bid price required by Nasdaq Listing Rule 5550(a)(2), and the Company was originally given until July 6, 2026 to regain compliance. By notification dated July 13, 2026, Nasdaq granted the Company an additional 180 calendar days, extending the compliance deadline to January 4, 2027. If the Company does not regain compliance with the Minimum Bid Price Requirement by January 4, 2027, Nasdaq has informed the Company that it will provide written notification that the Company’s shares will be delisted. At that time, the Company may request a review of the delisting determination by a Nasdaq Hearings Panel. However, pursuant to Nasdaq Listing Rule 5815(a)(1)(B)(ii), a timely request for a hearing in connection with a failure to regain compliance during a second 180-day bid price compliance period does not stay the suspension of trading. The Company intends to actively monitor the closing bid price of its ordinary shares and is evaluating all available options to regain compliance with the Minimum Bid Price Requirement. As of the date of this Annual Report, the Company has not regained compliance with the Minimum Bid Price Requirement, and there can be no assurance that it will do so by January 4, 2027 or at all.
3
The listing rules of Nasdaq require listing issuers to comply with certain standards in order to remain listed on its exchange. If, for any reason, we should fail to maintain compliance with these listing standards and Nasdaq should delist our securities from trading on its exchange and we are unable to obtain listing on another national securities exchange, a reduction in some or all of the following may occur, each of which could have a material adverse effect on our shareholders:
| ● | the liquidity of our Ordinary Shares; | |
| ● | the market price of our Ordinary Shares; | |
| ● | our ability to obtain financing for the continuation of our operations; | |
| ● | the number of institutional and general investors that will consider investing in our Ordinary Shares; | |
| ● | the number of investors in general that will consider investing in our Ordinary Shares; | |
| ● | the number of market makers in our Ordinary Shares; | |
| ● | the availability of information concerning the trading prices and volume of our Ordinary Shares; and | |
| ● | the number of broker-dealers willing to execute trades in our Ordinary Shares. |
Our principal shareholders will continue to have significant influence over the election of our board of directors and approval of any significant corporate actions, including any sale of the Company.
Our founders, executive officers, directors, and other principal shareholders, in the aggregate, beneficially own a significant portion of our outstanding shares. These shareholders currently have, and likely will continue to have, significant influence with respect to the election of our board of directors and approval or disapproval of all significant corporate actions. The concentrated voting power of these shareholders could have the effect of delaying or preventing an acquisition of the Company or another significant corporate transaction.
Certain related party relationships may create conflicts of interest between the Company and third parties.
Following the Disposal, Mr. Gary Seaton, the Company’s Co-Chief Executive Officer and Chairman of the Board, continues to serve as a director and the secretary of AOI and in other roles within the companies that formerly comprised the Target Group, which is now principally owned by Trusha Realty Pte. Ltd., the purchaser under the Disposal SPA. In addition, JSKS Enterprises Pty Ltd, the Company’s largest shareholder, holds an approximately 25% membership interest in AOI.
We could be subject to securities class action litigation.
In the past, securities class action litigation has often been brought against companies following a decline in the market price of their securities. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business.
We do not expect to pay dividends in the foreseeable future, and you must rely on price appreciation of your Ordinary Shares for return on your investment.
We have paid no cash dividends on any class of our stock to date, and we do not anticipate paying cash dividends in the near term. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our stock. Accordingly, investors must be prepared to rely on sales of their shares after price appreciation to earn an investment return, which may never occur. Investors seeking cash dividends should not purchase our shares. Any determination to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board deems relevant.
4
Future sales of substantial amounts of our Ordinary Shares or securities convertible into or exchangeable or exercisable for Ordinary Shares, either by us or by our existing shareholders, or the possibility that such sales could occur, could adversely affect the market price of our Ordinary Shares.
Future sales in the public market of our Ordinary Shares or securities convertible into or exchangeable or exercisable for Ordinary Shares, shares held by our existing shareholders or shares issued upon the exercise of our outstanding shares options or warrants, or the perception by the market that these sales could occur, could lower the market price of our Ordinary Shares or make it difficult for us to raise additional capital.
We are an “emerging growth company,” and the reduced reporting requirements applicable to emerging growth companies may make our Ordinary Shares less attractive to investors.
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (“the JOBS Act”). For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including exemption from compliance with the auditor attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Ordinary Shares held by non-affiliates exceeds $700 million as of the end of our prior second fiscal quarter, and (2) the date on which we have issued more than $1 billion in non-convertible debt during the prior three-year period.
In addition, under the JOBS Act, emerging growth companies may delay adopting new or revised accounting standards until such time as those standards apply to private companies. We may elect not to avail ourselves of this exemption from new or revised accounting standards and, therefore, may be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. We cannot predict if investors will find our Ordinary Shares less attractive because we may rely on these exemptions. If some investors find our Ordinary Shares less attractive as a result, there may be a less active trading market for our Ordinary Shares and our share price may be more volatile.
Anti-takeover provisions contained in our Amended and Restated Memorandum and Articles of Association as well as provisions of Cayman Islands law, could impair a takeover attempt.
Some provisions of the amended and restated memorandum and articles of association of the Company adopted by a special resolution dated March 21, 2024 and effective on March 21, 2024 (the “Amended and Restated Memorandum and Articles of Association”) may discourage, delay or prevent a change in control of our Company or management that shareholders may consider favorable, including provisions that authorize our board of directors to issue shares at such times and on such terms as the board of directors may think appropriate without any further vote or action by our shareholders.
5
We are a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.
Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: (i) the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) the sections of the Exchange Act imposing liability for insiders who profit from trades made in a short period of time; and (iv) the selective disclosure rules by issuers of material non-public information under Regulation FD.
We are required to file an annual report on Form 20-F within four (4) months of the end of each fiscal year. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. In addition, historically, Rule 3a12-3 under the Exchange Act exempted securities registered by a “foreign private issuer” from Section 16 of the Exchange Act. However, effective March 18, 2026, pursuant to the Holding Foreign Insiders Accountable Act, directors and officers of foreign private issuers are required to comply with the reporting requirements of Section 16(a) of the Exchange Act. Notwithstanding the foregoing, directors and officers of a “foreign private issuer” remain exempt from Section 16(b) (short-swing profit liability) and Section 16(c) (short sale prohibitions). As a result of our status as a “foreign private issuer,” you may not be afforded the same protections or information that would be made available to you if you were investing in a U.S. domestic issuer.
We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us.
As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on December 31, 2026. In the future, we would lose our foreign private issuer status if (i) more than 50.0% of our outstanding voting securities are owned by U.S. residents; and (ii) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid the loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to comply with U.S. federal proxy requirements, and our directors, executive officers and 10.0% shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the Nasdaq Capital Market. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.
As an exempted company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq Capital Market corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq Capital Market corporate governance listing standards.
As a foreign private issuer that has our Ordinary Shares listed on the Nasdaq Capital Market, we may rely on a provision in the Nasdaq Capital Market corporate governance listing standards that allows us to follow Cayman Islands law with regard to certain aspects of corporate governance. This allows us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on the Nasdaq Capital Market. See “Item 16G. Corporate Governance.”
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You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.
We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, as amended and restated from time to time, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a less developed body of securities laws than the United States. Some states in the United States, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.
Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (save for the memorandum and articles of association, register of mortgages and charges, and the special resolutions passed by shareholders) or to obtain copies of the register of members of these companies. Under Cayman Islands law, the names of current directors of our Company can be obtained from a search conducted at the Registrar of Companies in the Cayman Islands. No member (not being a director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorized by the directors or by the Company by ordinary resolution. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.
Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. To the extent we choose to follow home country practice with respect to corporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.
As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholder than they would as public shareholders of a company incorporated in the United States.
Certain judgments obtained against us by our shareholders may not be enforceable.
We are a Cayman Islands exempted company with limited liability and substantially all of our assets are located outside of the United States. In addition, most of our current directors and executive officers are nationals and residents of countries other than the United States and substantially all of the assets of these persons are located outside the United States. Service of court documents on a Cayman Islands company can be effected by serving the documents at the company’s registered office and it may be possible to enforce foreign judgments in the Cayman Islands against a Cayman Islands company, subject to some exceptions. However, if investors wish to serve documents on and/or enforce foreign judgments against our directors and executive officers, they will need to ensure that they comply with the rules of the jurisdiction where our directors and executive officers are located. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands may render you unable to enforce a judgment against our assets or the assets of our directors and executive officers. As a result of all of the above, our shareholders may have more difficulties in protecting their interests through actions against us or our directors, executive officers or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States, depending on where our directors and executive officers are located.
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If we are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States federal income tax consequences.
We are a non-U.S. corporation and, as such, we will be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either (i) at least 75.0% of our gross income for the year is passive income; or (ii) the average percentage of our assets (determined at the end of each quarter) during the taxable year that produce passive income or that are held for the production of passive income is at least 50.0%. Passive income generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.
If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our securities, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.
It is possible that, for our current taxable year or for any subsequent year, at least 50.0% of our assets may be assets which produce passive income. We will make this determination following the end of any particular tax year. For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its pro rata share of the gross income and assets of any entity in which it is considered to own at least 25.0% of the equity by value. See “Item 10.E. Taxation.”
Risks Related to the Company and our Business
We may not be able to hire and retain qualified personnel to support our growth and if we are unable to retain or hire qualified personnel in the future, our ability to improve our products and implement our business objectives could be adversely affected.
We must attract, recruit and retain a sizeable workforce of technically competent employees. Competition for senior management and senior personnel in the industry is intense, the pool of qualified candidates is very limited, and we may not be able to retain the services of our senior executives or senior personnel or attract and retain high-quality senior executives or senior personnel in the future. This failure could materially and adversely affect our future growth and financial condition.
We are dependent on certain key personnel and loss of these key personnel could have a material adverse effect on our business, financial condition and results of operations.
Our success is, to a certain extent, attributable to the management, finance, sales and marketing, and research and development expertise of key personnel. We are dependent upon the services of our senior management and the management team of RentBuddyUK for our continued growth and operation. Although we have no reason to believe that any of them will discontinue their services with us, the interruption or loss of their services would adversely affect our ability to effectively run our business and pursue our business strategy as well as our results of operations. In addition, we rely on external financial advisers to assist us in preparing our financial statements and the periodic reports that we file with the SEC. The loss of these officers could have a material adverse effect upon our business, financial condition, and results of operations.
We may be subject to claims, litigation or regulatory actions filed or pending by or against us, and any obligation to pay a judgment or damages could materially harm our business or financial condition.
From time to time, we may be engaged in litigation and incur significant costs relating to these matters. There are inherent uncertainties of any future litigation, and the ultimate cost and outcome of future litigation cannot be predicted. We currently carry director and officer liability insurance and other insurance policies that provide protection against various liabilities relating to claims against us and our executive officers and directors. Any expenses and liabilities relating to future lawsuits will materially harm our financial condition. In addition, we might not be able to obtain the sufficient insurance coverage due to cost or other reasons. It could make it more difficult for us to retain and attract officers and directors and could expose us to potentially self-funding certain future liabilities ordinarily mitigated by director and officer liability insurance.
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In addition, a substantial number of lawsuits have been filed by former special purpose acquisition company (SPAC) shareholders seeking to contest the terms of, or disclosures surrounding, de-SPAC merger transactions. While shareholders and plaintiffs’ firms have long contested public company M&A transactions and are bringing similar challenges to de-SPAC merger transactions, certain structural features of SPACs have led shareholders to make new twists on those arguments. For example, shareholders in a SPAC sued in Delaware state court to enjoin a de-SPAC transaction arguing that the SPAC directors and officers breached their fiduciary duties by rushing to sign a deal just before the time limit to return capital to investors expired that was not in the best interests of SPAC shareholders. The plaintiffs also alleged that several of the SPAC’s managers lacked independence because they were promised board membership in the post-transaction company. The lawsuit was voluntarily dismissed after the SPAC issued additional disclosures.
Shareholders have also filed dozens of nuisance claims alleging misleading disclosures in proxy statements soliciting shareholder approval of de-SPAC merger transactions. These kinds of proxy statement challenges, which are common in the public M&A setting, are frequently brought under Section 14 of the Exchange Act and SEC Rule 14a-9. In these actions, plaintiffs’ lawyers threaten to enjoin a shareholder vote until the issuer releases supplemental information. These actions frequently settle or are voluntarily dismissed when the company issues additional disclosures, and plaintiffs’ lawyers then seek a “mootness fee” usually after the closing of the business combination. Commentators and courts have criticized this minuet on the ground that the supplemental disclosures confer no real benefits on shareholders. We can expect plaintiffs’ securities law firms to continue to file these claims in connection with many de-SPAC merger transactions to recoup these fees.
Unfavorable outcomes or developments relating to proceedings to which we are a party or transactions involving our products, such as judgments for monetary damages, injunctions, or denial or revocation of permits, could have a material adverse effect on our business, financial condition, and results of operations. In addition, settlement of claims could adversely affect our financial condition and results of operations.
We could be harmed by improper disclosure or loss of sensitive or confidential company, employee, supplier or customer data.
In connection with the operation of our business, we store, process and transmit data, including information about our business, employees, suppliers and customers. Unauthorized disclosure or loss of sensitive or confidential data may occur through a variety of methods. These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through our information systems, whether by our employees or third parties, including a cyber-attack by computer programmers, hackers, members of organized crime and/or state-sponsored organizations, who may develop and deploy viruses, worms or other malicious software programs.
We take action to mitigate these risks by (a) keeping our software and security systems up to date, (b) using strong passwords and two factor authorization on all online accounts, (c) providing IT security training to employees to identify scam emails and building internal procedures to verify suspicious requests, (d) backing up all data daily and storing the backup offline and online, (e) using a VPN to encrypt internet traffic and protect against cyber-attacks when assessing sensitive data, (f) developing and implementing an incident response plan to ensure a rapid and effective response in case of a cyberattack, and (g) partnering with a cybersecurity company to conduct regular intranet and employee laptop checks.
Nonetheless, there can be no assurance that we will prevent all instances of improper disclosure or loss of sensitive or confidential information. Such disclosure, loss or breach could harm our reputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive or personal data and confidential information, resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices we follow may not prevent the improper access to, disclosure of, or loss of such information. The potential risk of security breaches and cyberattacks may increase as we introduce new services and offerings. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions in which we provide services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personal information or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment to our reputation in the marketplace.
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Our failure to compete effectively may adversely affect our ability to generate revenue.
We compete with other companies, many of whom are developing or can be expected to develop products similar to ours. Many of our competitors are also more established than we are, and have significantly greater financial, technical, marketing and other resources than we presently possess. Some of our competitors have greater name recognition and a larger operation scale and customer base. These competitors may be able to respond more quickly to new or changing opportunities and customer requirements and may be able to undertake more extensive promotional activities, offer more attractive terms to customers, and adopt more aggressive pricing policies. We cannot assure you that we will be able to compete effectively with current or future competitors or that the competitive pressures we face will not harm our business.
Increased competition could lead to lower revenues and higher costs. There is no guarantee that we will be able to compete effectively with current and future competitors, nor will it be possible to ensure that competitors will not actively resort to legal or illegal means which aim at destroying the brand and product quality or affecting the confidence of our consumers.
Risks Related to Being a Public Company
Our management has limited experience in operating a public company.
Our executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage our transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of our Company. We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company which will increase our operating costs in future periods.
We will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on our business, financial condition and results of operations.
We face increased legal, accounting, administrative and other costs and expenses as a public company. The Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require us to carry out activities we have not done previously. For example, we have created new Board committees and adopted new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, while the Company has not identified a material weakness in its internal control over financial reporting, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance. Risks associated with our status as a public company may make it more difficult to attract and retain qualified people to serve on our Board or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require us to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by shareholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.
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If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or the market in which we operate, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline.
The trading market for our securities will be influenced by the research and reports that industry or securities analysts may publish about us, our business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on us. If no securities or industry analysts commence coverage of us, our share price and trading volume would likely be negatively impacted. If any of the analysts who may cover us change their recommendation regarding our Ordinary Shares adversely, or provide more favorable relative recommendations about our competitors, the price of our Ordinary Shares would likely decline. If any analyst who may cover us were to cease our coverage of us or fail to regularly publish reports on it, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.
Our Ordinary Shares may be subject to extreme volatility.
The trading price of our Ordinary Shares may be subject to extreme volatility. We cannot predict the magnitude of future fluctuations in the trading price of our Ordinary Shares. The trading price of our Ordinary Shares may be affected by several factors, including events described in the risk factors set forth in this Annual Report on Form 20-F and in our periodic reports filed with the SEC from time to time, as well as our operating results, financial condition and other events or factors. Any of the factors listed below could have a material adverse effect on your investment in our securities. Factors affecting the trading price of our securities may include:
| ● | announcements by us or our competitors regarding technical developments and levels of performance; | |
| ● | announcements by us regarding developments in our relationship with existing and future key customers; | |
| ● | our ability to bring our products and technologies to market on a timely basis, or at all; | |
| ● | our operating results or development efforts failing to meet the expectations of securities analysts or investors in a particular period; | |
| ● | Actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to it; | |
| ● | changes in the market’s expectations about our operating results or our industry; | |
| ● | success of competitors actual or perceived development efforts; | |
| ● | changes in financial estimates and recommendations by securities analysts concerning the Company or our industry in general; | |
| ● | operating and share price performance of other companies that investors deem comparable to the Company; | |
| ● | disputes or other developments related to proprietary rights, including patents, litigation matters and our ability to obtain intellectual property protection for our technologies; | |
| ● | changes in laws and regulations affecting our business; | |
| ● | our ability to meet compliance requirements; | |
| ● | commencement of, or involvement in, litigation involving the Company; |
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| ● | changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; | |
| ● | the volume of Ordinary Shares available for public sale; | |
| ● | the level of demand for our Ordinary Shares, including the amount of short interest in our stock; | |
| ● | any major change in our Board or management; | |
| ● | sales of substantial amounts of the Ordinary Shares by our directors, executive officers or significant shareholders or the perception that such sales could occur; | |
| ● | the expiration of contractual lock-up agreements with our executive officers, directors and shareholders, which we have entered and may enter into in the future from time to time; and | |
| ● | general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism. |
Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and the Nasdaq in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to the Company could depress our share price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.
Following certain periods of volatility in the market price of our securities, we may become the subject of securities litigation. We have experienced and may in the future experience additional litigation following periods of volatility. This type of litigation may result in substantial costs and a diversion of management’s attention and resources.
Our business model is capital-intensive, and we may not be able to raise additional capital on attractive terms, if at all, which could be dilutive to shareholders. If we cannot raise additional capital when needed, our operations and prospects could be materially and adversely affected.
We can be expected to continue to sustain substantial operating expenses without generating sufficient revenue to cover expenditures. Over time, we expect that we will need to raise additional funds, including through the issuance of equity, equity-related or debt securities or through obtaining credit from financial institutions to fund, together with our principal sources of liquidity, ongoing costs, any significant unplanned or accelerated expenses, and new strategic investments. We cannot be certain that additional capital will be available on attractive terms, if at all, when needed, which could be dilutive to shareholders, and our financial condition, results of operations, business and prospects could be materially and adversely affected.
We have a history of net losses, we may increase expenses in the future, and we may not be able to achieve or return to profitability.
For the fiscal year ended June 30, 2026, we incurred a net loss from continuing operations of AUD$10,687,852 and had net cash outflows from continuing operating activities of AUD$2,764,051. Historically, the legacy oilseeds business utilized debt facilities with the Commonwealth Bank of Australia and loans from related parties. Pursuant to the Share Purchase Agreement completed on July 27, 2026, all operational borrowings, bank facilities, and related party debts of the agricultural subsidiaries were transferred with the disposal group, and the Company was unconditionally released from all associated guarantees. In addition, the previously existing US$50 million equity line of credit facility was terminated. For continuing operations, the Company raised cash proceeds of AUD$2.91 million through private placement financings during fiscal year 2026. In August 2026, all 18.8 million outstanding PIPE warrants were voluntarily cancelled and surrendered by investors for no consideration, as the exercise prices of the PIPE warrants were higher than the prevailing trading prices of our Ordinary Shares, eliminating approximately AUD$22.16 million of current derivative liabilities and returning equity attributable to equity holders of the Company to a positive position on a pro forma basis. Supported by the subsequent financing in October 2026 and the full collection in USDT of the AUD$6,529,191 loan receivable from Ms. Hailing Fan prior to the issuance of this report, management expects that available capital resources and operational receipts from continuing platform and rent guarantee businesses will be adequate to fund operations for at least twelve months from the issuance of these financial statements. However, if we fail to execute our business plan, we may be unable to continue as a going concern.
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Risks Related to Our Warrants
We may redeem unexpired Warrants prior to their exercise at a time that is disadvantageous to Warrant holders.
Our public Warrants are currently exercisable for one-half of one Ordinary Share at a price of $11.50 per whole share. We have the ability to redeem outstanding Warrants at any time prior to their expiration, at a price of $0.01 per Warrant, provided that the last reported sales price of Ordinary Shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date we send the notice of redemption to Warrant holders and provided certain other conditions are met. If and when the Warrants become redeemable by us, we may exercise our redemption rights even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the Warrants, as set forth above even if the holders are otherwise unable to exercise the Warrants.
Redemption of the outstanding Warrants could force Warrant holders (i) to exercise their Warrants and pay the exercise price therefor at a time when it may be disadvantageous for them to do so, (ii) to sell their Warrants at the then-current market price when they might otherwise wish to hold their Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, we expect would be substantially less than the market value of their Warrants. None of the private placement Warrants will be redeemable by us so long as they are held by the Sponsor or its permitted transferees.
If we choose to exercise this redemption right, warrant holders would be forced to either exercise their warrants at a time when it may be economically disadvantageous to do so or accept the redemption price, which could be significantly lower than the market value of the warrants at that time. This could result in warrant holders receiving less value than they might have otherwise realized had they been able to exercise their warrants at a later date. Additionally, the redemption of warrants could result in dilution to our existing shareholders and may adversely affect the market price of our ordinary shares.
Risks Related to Developments During and After Fiscal Year 2026
We have raised capital through multiple private placements during fiscal year 2026, and future issuances of our ordinary shares will dilute the ownership interests of our existing shareholders.
During fiscal year 2026, we entered into two separate private placement transactions: (i) a securities purchase agreement signed January 29, 2026 for gross proceeds of $2.0 million (2,000,000 units at $1.00 per unit), which closed on March 6, 2026; and (ii) a securities purchase agreement signed March 25, 2026 for gross proceeds of $8.4 million (16,800,000 units at $0.50 per unit), which closed on April 17, 2026. Each unit consisted of one ordinary share and one warrant to purchase up to two ordinary shares. On August 26, 2026, our board of directors approved the cancellation of all of these warrants. See “Item 4.A. History and Development of the Company.” The issuance of shares under these transactions has substantially increased the number of our ordinary shares outstanding and diluted the percentage ownership of our existing shareholders. We may need to raise additional capital in the future, including to fund the RentBuddyUK acquisition or service our obligations, which would result in further dilution.
We have disposed of our entire legacy oilseed processing business and acquired an interest in a UK-based rent guarantee business, and we now face risks associated with this new line of business in which we have limited or no operating history.
On July 27, 2026, we agreed to sell, and completed the sale of, all of our shares in Australian Oilseeds Investments Pty Ltd, which, together with its subsidiaries, comprised our historical oilseed crushing and processing operations, to Trusha Realty Pte. Ltd., a Singapore entity, for total consideration of US$1.00, together with the purchaser’s assumption of all liabilities of AOI and its subsidiaries. Separately, on April 24, 2026 we agreed to acquire, and on June 29, 2026 amended the terms of and closed our acquisition of, an approximately 51% interest in RENTBUDDYUK LIMITED, a United Kingdom company that specializes in rent guarantee services, for a total purchase price of US$5,326,840 payable in three tranches. As a result of these transactions, our business has shifted from agricultural commodity processing in Australia to a UK-based rent guarantee business in which our management has limited or no prior operating history. RentBuddyUK was incorporated on January 26, 2026 and, as of September 30, 2026, had no rent guarantees in force and had received no guarantee fees. We may not successfully integrate or grow the RentBuddyUK business, and our historical financial results as an oilseed processor may not be indicative of our future results following this business pivot.
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Endeavors in new business strategies or acquisitions may involve significant risks and uncertainties, including limitation of management’s resources, greater-than-expected liabilities and expenses, economic, political, legal and regulatory challenges associated with operating in new businesses, regions or countries, inadequate return on capital, potential impairment of tangible and intangible assets, and significant write-offs. In addition, we cannot assure you that our current and planned personnel, systems, procedures and controls will be adequate to support our future operations, and we cannot assure you that we will be able to manage our growth or implement our future business strategies effectively, and failure to do so may materially and adversely affect our business and results of operations.
RentBuddyUK has a limited operating history under its rent guarantees, and its process for assessing prospective tenants and co-signers and approving rent guarantees is unproven.
RentBuddyUK’s business depends on its ability to assess prospective tenants and co-signers and to approve rent guarantees on terms that allow it to appropriately price and manage the risk it assumes. RentBuddyUK seeks to verify each applicant’s identity and, where applicable, visa status, and to assess affordability using open banking data, UK and international credit checks obtained through third-party providers, rental history and landlord references. For certain applicants from the PRC, RentBuddyUK may also consider locally available credit indicators and the identity and employment of a parent acting as financial sponsor. Applications are scored using RentBuddyUK’s internal risk model, which has not been validated by claims experience. As of September 30, 2026, RentBuddyUK had no rent guarantees in force and had received no guarantee fees since it began operations. As a result, RentBuddyUK has not yet experienced a complete cycle of issuing a rent guarantee, paying a claim under that guarantee, and seeking recovery from the tenant or co-signer, and its tenant assessment and guarantee approval process has not yet been applied, or tested for effectiveness, in connection with an actual guarantee obligation. RentBuddyUK does not yet have sufficient operating history to establish a reliable pattern of tenant performance, default rates or losses under its guarantees. If RentBuddyUK’s assessment process proves inadequate to screen prospective tenants or to price the associated risk appropriately once it begins issuing guarantees, RentBuddyUK may approve guarantees that result in losses greater than anticipated, which could materially and adversely affect our business, financial condition and results of operations.
RentBuddyUK may be exposed to potential financial liabilities under the rent guarantees it issues.
Under each rent guarantee, RentBuddyUK will pay the landlord rent that the tenant fails to pay, up to 12 months’ rent, capped at £42,000 under a standard guarantee and at £99,996 under a guarantee for which RentBuddyUK grants special written approval. The rent guarantees expose RentBuddyUK to potential financial liabilities if tenants fail to pay rent. RentBuddyUK does not maintain, and has not arranged, any insurance or reinsurance coverage for its obligations under the rent guarantees it issues, and it bears the full amount of any payment obligation under a rent guarantee directly out of its own capital and cash resources. If RentBuddyUK is required to make payments under a significant number of rent guarantees at or around the same time, it may not have sufficient capital or liquidity to meet its obligations as they become due. As of September 30, 2026, RentBuddyUK had no rent guarantees in force. RentBuddyUK has not separately launched or sold a damage cover product covering tenant-caused property damage, nor has it established any underwriting or risk-sharing arrangement with an insurance company with respect to any such product; if RentBuddyUK introduces such a product in the future without an adequate insurance or risk-sharing arrangement, it would bear the resulting financial exposure directly. Changes in market dynamics and economic downturns could lead to significant financial obligations under these guarantees, which could materially and adversely affect our financial position.
TenantGraph is an early-stage platform operated through Magic Mission, which has begun generating revenue but remains unproven at scale, and neither has previously been disclosed in the Company’s SEC filings.
TenantGraph is a software platform conducted through Magic Mission, a wholly owned British Virgin Islands subsidiary of the Company. The platform uses artificial intelligence tools to assist property managers and rental-property operators in organizing property information and coordinating recurring work. TenantGraph is not a separate legal entity and does not form part of RentBuddyUK. Magic Mission has begun generating revenue, all of which was derived from a single customer in fiscal year 2026, but its business remains at an early stage, and there can be no assurance that Magic Mission or TenantGraph will continue to generate revenue, grow its customer base, or become sustainably profitable.
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All of our revenue from continuing operations for fiscal year 2026 was derived from a single customer, and the loss of, or a significant reduction in business from, that customer, or its failure to pay amounts owed to us, would adversely affect our results of operations.
For the fiscal year ended June 30, 2026, all of our revenue from continuing operations was generated by Magic Mission from a single customer under an enterprise service contract for the delivery of TenantGraph software installation packages, and as of June 30, 2026, all of our trade receivables were owed by that customer. We cannot assure you that this customer will continue to purchase services from us on similar terms or at all, or that we will be able to obtain new customers. If this customer reduces or terminates its business with us, or fails to pay the amounts it owes us on time or at all, and we are unable to replace it, our revenue, cash flows and results of operations would be materially and adversely affected.
We hold a significant portion of our liquid assets in USDT, a stablecoin, and have received and made significant payments in USDT, which exposes us to risks that do not apply to cash held in bank accounts.
The purchase price for the units sold in our April 2026 private placement was paid to us in USDT, a U.S. dollar-denominated stablecoin, and we used USDT to pay US$4,590,000 of the purchase price for our interest in RentBuddyUK. As of June 30, 2026, we held USDT with a carrying value of AUD$3,212,394, compared with cash and cash equivalents from continuing operations of AUD$147,581. USDT is not legal tender and is not insured by any government agency. The value of USDT depends on its issuer maintaining reserves sufficient to support its peg to the U.S. dollar, and USDT has in the past traded below US$1.00. Our USDT holdings are also subject to the risk of loss through theft, hacking, fraud, loss of private keys or the insolvency or failure of any exchange or custodian through which we hold or convert them, and we may not be able to recover lost or stolen digital assets. Transactions in digital assets are subject to evolving regulation, including anti-money laundering, sanctions and know-your-customer requirements, in the jurisdictions in which we and our counterparties operate, and banks and other financial institutions may decline to accept funds derived from digital assets. Because transfers of USDT are made between blockchain addresses that do not themselves identify their owners, we may be unable to verify fully the source of funds that we receive in USDT, including the proceeds of our private placements, or the ultimate recipients of USDT that we transfer. If any such funds were found to be derived from, or used for, illicit activity, or if any such transaction were found to involve a sanctioned person, we could become subject to investigations or enforcement actions, the relevant assets could be frozen or forfeited, and we could suffer reputational harm, and banks and other counterparties may refuse to deal with us. In addition, the accounting treatment of digital assets is complex and subject to change. If the value of USDT declines, if we are unable to convert our USDT into fiat currency when needed, or if we lose access to our USDT, our liquidity, financial condition and results of operations could be materially and adversely affected.
As of June 30, 2026, a significant portion of our assets consisted of a loan to a related party. Although this loan has been repaid, we may be unable to recover any similar loans in the future in full or at all.
As of June 30, 2026, we had a related party loan receivable of AUD$6,529,191, consisting of a loan receivable by RentBuddyUK from Ms. Hailing Fan, who holds the remaining approximately 49% of the issued share capital of RentBuddyUK. This loan is unsecured. Our ability to recover this loan depends on the financial condition of the borrower and her willingness to repay, and the enforcement of our rights may be complicated by the borrower’s relationship with us. Although this loan receivable has been fully collected in USDT subsequent to June 30, 2026 and prior to the issuance of this report, if we were to enter into similar related-party credit arrangements in the future and face unanticipated recovery delays, we may be required to recognize impairment losses, and our liquidity, financial condition and results of operations could be materially and adversely affected. See “Item 7.B. Related Party Transactions.”
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The memoranda of understanding signed in RentBuddyUK’s name are non-binding, were signed before RentBuddyUK was incorporated, and may not result in definitive agreements or commercially viable outcomes.
Between January 21 and 23, 2026, before RentBuddyUK was incorporated on January 26, 2026, non-binding memoranda of understanding (the “MOUs”) were signed in RentBuddyUK’s name with each of Creo Urban Limited, Hoolihome Cooperation Limited, Firefly Housing Limited and London Luxury Property Management Ltd to cooperate on rent guarantee services for Chinese customers renting residential property in the United Kingdom. The MOUs establish a preliminary framework for cooperation and do not create binding obligations on the parties to proceed with the proposed cooperation. As a result, there can be no assurance that the parties will enter into definitive agreements, agree on final terms, or successfully implement the contemplated cooperation. Furthermore, RentBuddyUK expects to rely on the counterparties to the MOUs, together with letting agents, for customer referrals. Any failure by such parties to refer customers, delays in implementation, or disagreements among the parties could result in increased costs, delays or termination of the cooperation. If RentBuddyUK is unable to successfully advance this cooperation, we may not realize any return on our investment in RentBuddyUK, and our business, financial condition and results of operations could be materially and adversely affected.
If RentBuddyUK’s rent guarantees were treated as contracts of insurance, or if landlords or letting agents were found to require tenants to use RentBuddyUK’s service in breach of the Tenant Fees Act 2019, our business could be materially and adversely affected.
RentBuddyUK is not authorized by the Prudential Regulation Authority or the Financial Conduct Authority. Under the Financial Services and Markets Act 2000, a person who carries on a regulated activity in the United Kingdom without authorization, including effecting or carrying out contracts of insurance as principal, breaches the general prohibition and commits a criminal offense, and an agreement made in breach of the general prohibition is unenforceable against the other party, who is entitled to recover any money paid under it and compensation for any loss sustained as a result of having parted with it. The definition of a contract of insurance under the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 includes fidelity bonds, performance bonds and similar contracts of guarantee that are effected or carried out by a person not carrying on a banking business, are not effected merely incidentally to some other business carried on by that person and are effected in return for the payment of one or more premiums. RentBuddyUK charges a fee of 5% of annual rent for each rent guarantee, and providing rent guarantees is currently its principal business. Although we believe that RentBuddyUK’s rent guarantee is not a contract of insurance, the Prudential Regulation Authority, the Financial Conduct Authority or a court may disagree. In addition, a landlord or letting agent in England may not require a tenant to enter into a contract with a third party for a service in connection with a tenancy, unless it offers that contract as an alternative to another requirement with which it would be reasonable to expect the tenant to comply. If landlords or letting agents were found to require tenants to use RentBuddyUK’s service, they could be subject to financial penalties and may stop accepting it. There remains uncertainty as to how these laws will be applied to RentBuddyUK’s business, and we cannot assure you that regulators will take the same position as we do. If RentBuddyUK were deemed by regulatory authorities to be subject to these requirements, there is no assurance that it can fully or timely comply with them, and it may be required to suspend its business or face other penalties, which could materially and adversely affect our business, financial condition and results of operations.
RentBuddyUK is subject to UK data protection laws, and some of its applicants and co-signers located outside the United Kingdom may raise cross-border data protection considerations.
RentBuddyUK collects identity, financial and other personal data from applicants and co-signers in connection with its rent guarantee business. This processing is subject to the UK General Data Protection Regulation and the Data Protection Act 2018, which are administered and enforced by the UK Information Commissioner’s Office. Some applicants and co-signers may be located outside the United Kingdom, including in the PRC, which may raise additional considerations under UK cross-border data transfer requirements. See “—RentBuddyUK may be subject to the data security and personal information protection laws of the People’s Republic of China because some of its applicants and co-signers may be located there.” Failure to comply with the UK General Data Protection Regulation, the Data Protection Act 2018 or related cross-border transfer requirements could result in fines, enforcement action, reputational harm or limitations on RentBuddyUK’s ability to process the data it needs to operate its business, which could materially and adversely affect our business, financial condition and results of operations.
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RentBuddyUK may be subject to the data security and personal information protection laws of the People’s Republic of China because some of its applicants and co-signers may be located there.
RentBuddyUK collects identity, financial and other personal information from applicants and co-signers, some of whom may be located in the People’s Republic of China (the “PRC”). On June 10, 2021, the Standing Committee of the National People’s Congress promulgated the PRC Data Security Law, which became effective on September 1, 2021. The PRC Data Security Law applies to data processing activities and the security supervision thereof conducted in the territory of the PRC and also holds liable those who conduct data processing activities outside the territory of the PRC to the detriment of the national security, public interest, or lawful rights and interests of citizens and organizations of the PRC. On August 20, 2021, the Standing Committee of the National People’s Congress promulgated the PRC Personal Information Protection Law, which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of the personal information of natural persons within the territory of the PRC. Where a personal information processor truly needs to provide personal information to any party outside the territory of the PRC for business or other needs, it shall meet any of the following conditions: (i) it has passed the security assessment organized by the national cyberspace administration; (ii) it has been subject to the personal information protection certification by a specialized institution in accordance with the provisions issued by the national cyberspace administration; (iii) it has entered into a contract with the overseas recipient in accordance with the model contract developed by the national cyberspace administration, agreeing on both parties’ rights and obligations; or (iv) it meets other conditions provided in laws or administrative regulations or by the national cyberspace administration. Firefly Housing Limited, one of the counterparties to the MOUs, has its registered address in the PRC, and a referral partner in the PRC that provides personal information of applicants or co-signers to RentBuddyUK may need to meet one of these conditions. The legal consequences of violating these laws include, among other things, the issuance of warnings, confiscation of illegal income, suspension or winding-up of the related business, and revocation of business license or relevant permits. We do not have any operations in Mainland China. However, there remains uncertainty as to how PRC laws and regulations will be implemented, and we cannot assure you that PRC regulatory agencies, including the Cyberspace Administration of China, will take the same position as we do. If we were deemed by PRC regulatory authorities to be subject to these laws and regulations, there is no assurance that we can fully or timely comply with the relevant requirements, and we may be required to suspend our relevant business or face other penalties, which could materially and adversely affect our business, financial condition and results of operations.
RentBuddyUK may be unable to recover amounts it pays under its rent guarantees from tenants or co-signers who reside outside the United Kingdom, including in the PRC.
If RentBuddyUK pays a landlord under a rent guarantee, it may seek to recover the amount from the tenant or, where the rent guarantee agreement so provides, from the co-signer. RentBuddyUK’s services are tailored toward international students and other applicants who lack traditional local credentials, and a co-signer may live outside the United Kingdom. The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedure Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedure Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have a treaty with the United Kingdom that provides for the reciprocal recognition and enforcement of civil judgments. In addition, according to the PRC Civil Procedure Law, the PRC courts will not enforce a foreign judgment if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United Kingdom. If RentBuddyUK cannot recover amounts it pays under its rent guarantees, our financial condition and results of operations could be materially and adversely affected.
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Item 4. Information on the Company
4.A. History and Development of the Company
Australian Oilseeds is an exempted company incorporated in the Cayman Islands on December 29, 2022.
On March 21, 2024, the Company consummated the previously announced business combination (the “Business Combination”) under the business combination agreement among the Company, EDOC Acquisition Corp. (“EDOC”), AOI, AOI Merger Sub Inc. (“Merger Sub”), and certain shareholders of AOI (the “AOI Sellers”), pursuant to which (a) Merger Sub merged with and into EDOC, with EDOC as the surviving entity and a wholly-owned subsidiary of the Company, and with holders of EDOC securities receiving substantially identical securities of the Company, and (b) the Company acquired all of the issued and outstanding ordinary shares of AOI from the AOI Sellers in exchange for ordinary shares of the Company, with AOI becoming a wholly-owned subsidiary of the Company.
As of the date of this Annual Report, the Company’s operating subsidiaries are RentBuddyUK; Magic Mission International Limited (“Magic Mission”), a wholly owned British Virgin Islands subsidiary through which the Company conducts its TenantGraph platform; and Vellexa Group Inc. (“Vellexa”), a wholly owned Wyoming corporation that carries on corporate administration and strategic holding activities.
The Company’s principal executive offices are located at 126 – 142 Cowcumbla Street, Cootamundra, Site 2: 52 Fuller Drive Cootamundra, PO Box 263 Cootamundra, Australia 2590, and its telephone number is +02 6942 4347. The Company’s registered office is located at Kensington House, 69 Dr. Roy’s Drive, P.O. Box 2510, George Town, Grand Cayman KY1-1104, Cayman Islands. The Company’s website is https://www.oilseeds.com.au/. The SEC maintains a website at http://www.sec.gov that contains reports and other information that we file with or furnish electronically with the SEC.
Material Developments During Fiscal Year 2026
Conversion of Convertible Debt. On July 10, 2025, the Company received a conversion notice from Arena Investors LP (“Arena”) for conversion of USD 250,000 of convertible debt, which the Company has duly executed and issued 420,066 Class A ordinary shares as per instruction from Arena.
Settlement with Arena. On December 22, 2025, the Company entered into a Confidential Settlement and Release Agreement (the “Arena Settlement Agreement”) with the holders of the 10% Original Issue Discount Secured Convertible Debenture due September 21, 2025 issued to Arena (the “Arena Holders”) to settle all outstanding disputes relating to the securities purchase agreement dated August 23, 2023 among the Company, AOI, EDOC, certain subsidiaries of AOI and Arena, and the related documents. Under the Arena Settlement Agreement, the Company agreed to pay US$112,500 to Arena Limited SPV, LLC for the benefit of the Arena Holders. The Arena Settlement Agreement provides that, upon the Arena Holders’ receipt in full of that amount, the securities purchase agreement, the debenture, the Deed of Guarantee and Indemnity, the General Security Deed, the Mortgage Term Deed, the Intercompany Loan Agreement, the Payment Directions Deed, the Subordination Deeds and the other related agreements terminate, and that within three business days after receipt the Arena Holders will release the related security interests, including registrations on the Australian Personal Property Securities Register. The Arena Holders agreed to release the Company and all guarantors, including Mr. Gary Seaton, from claims relating to those agreements, other than indemnification claims under Section 5.10 of the securities purchase agreement, and the Company agreed to release the Arena Holders. Separately, on December 11, 2025, the Company entered into a Confidential Settlement and Release Agreement (the “ELOC Settlement Agreement”) to settle all outstanding disputes relating to the Purchase Agreement dated as of March 5, 2024 between the Company and the ELOC Investor, under which the Company had the right to sell up to US$50 million of Ordinary Shares to the ELOC Investor (the “ELOC”). Under the ELOC Settlement Agreement, in full and final satisfaction of all of the Company’s obligations under the Purchase Agreement, including its obligations to issue and register commitment fee shares, the Company agreed to issue 1,750,000 Ordinary Shares to the ELOC Investor.
Acquisition of RentBuddyUK Limited. On April 24, 2026, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with Hailing Fan (the “Seller”), pursuant to which the Company agreed to acquire a 51% interest in RentBuddyUK. RentBuddyUK is a company that specializes in rent guarantee services designed to provide landlords with stable and predictable rental income. On June 29, 2026, the Company entered into an Amendment to Share Purchase Agreement (the “Amendment”) with the Seller and RentBuddyUK. The Amendment revised the legal structure by which the Company acquired its 51% interest in RentBuddyUK. Instead of the Company purchasing 5,100 existing ordinary shares of RentBuddyUK from the Seller, RentBuddyUK allotted and issued 10,409 newly issued ordinary shares of RentBuddyUK to the Company, and the Seller retained the 10,000 ordinary shares of RentBuddyUK held by it. Immediately following such allotment and issuance, the issued share capital of RentBuddyUK consisted of 20,409 ordinary shares, of which the Company held 10,409 ordinary shares, representing approximately 51% of the issued share capital of RentBuddyUK, and the Seller held 10,000 ordinary shares. The allotment was reported to the Registrar of Companies of the United Kingdom (Companies House) by a return of allotment filed on June 18, 2026, which states an allotment date of April 26, 2026, and the allotment and issuance were ratified and confirmed pursuant to the Amendment. The total purchase price for the Company’s 51% interest in RentBuddyUK remained US$5,326,840, and the economic terms of the transaction were otherwise unchanged. On June 29, 2026, the Company closed the transaction. By the closing, US$3,672,000 was paid by the Company to the account designated in accordance with the Share Purchase Agreement, as amended by the Amendment. Of the total purchase price of US$5,326,840, US$918,000 was previously paid upon execution of the Share Purchase Agreement, and the remaining US$736,840 is payable to RentBuddyUK, as subscription monies for the 10,409 ordinary shares, within six months following the closing in accordance with the Share Purchase Agreement, as amended by the Amendment. As RentBuddyUK is a subsidiary of the Company, this amount is an intra-group payable that is eliminated on consolidation. Although the 10,409 ordinary shares were issued to the Company by RentBuddyUK, the US$918,000 and US$3,672,000 payments were made to the Seller rather than to RentBuddyUK, and RentBuddyUK has recorded the amounts so paid as a loan receivable from the Seller, which amounted to AUD$6,529,191 as of June 30, 2026, was interest-free and unsecured and was repayable on or before October 2, 2026. The loan was repaid in full in USDT. See “Item 7.B. Related Party Transactions.” (See Forms 6-K furnished April 30, 2026 and July 2, 2026.)
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Equity Financings. During the fiscal year, the Company completed two private placements of units consisting of ordinary shares and warrants: (i) a placement of 2,000,000 units at US$1.00 per unit for gross proceeds of US$2.0 million, which closed on March 6, 2026; and (ii) a placement of 16,800,000 units at US$0.50 per unit for gross proceeds of US$8.4 million, which closed on April 17, 2026. Each unit consisted of one ordinary share and one warrant to purchase up to two ordinary shares. See “Item 10.C. Material Contracts.” See “Item 5. Operating and Financial Review and Prospects — Liquidity and Capital Resources” for further discussion.
Changes in Directors and Management. On October 23, 2025, Mr. Kapil Singh resigned from his position with the Company as a director. On October 24, 2025, each of Mr. Kevin Chen and Mr. Phaneesh Murthy resigned from his position with the Company as a director. Effective on November 5, 2025, the Board appointed each of Mr. Long (Leo) Yi and Ms. Elena Cozneac as a new independent director and Mr. Jamie Mohammed Zamal as a new executive director to fill the existing vacancies on the Board, and appointed Mr. Zamal to serve as Co-Chief Executive Officer of the Company, alongside Mr. Gary Seaton, who continued in his role as Co-Chief Executive Officer. On January 8, 2026, Mr. Gowri Shankar tendered his resignation from his position as a member of the Board and any and all committees, effective on January 9, 2026. Effective on January 9, 2026, Mr. Ho Yeung Lee was appointed as a director of the Board. Effective January 30, 2026, Mr. Jamie Mohammed Zamal resigned from his positions as Co-Chief Executive Officer and as a director of the Company, and the Board appointed Mr. Saw Khoon Ming as a new executive director and as the Co-Chief Executive Officer of the Company. On March 27, 2026, Mr. Amarjeet Singh resigned from his position as Chief Financial Officer of the Company and Ms. Elena Cozneac resigned from her position as independent director of the Company. Effective on March 30, 2026, the Board appointed Ms. Mok Sin Ting as a new independent director of the Company, and effective on March 31, 2026, the Board appointed Mr. Jiang Honglei as the new Chief Financial Officer of the Company. The Company has been advised by each of the departing directors and officers that his or her decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. See “Item 6. Directors, Senior Management and Employees.”
Change of Auditor. On March 25, 2026, the Company appointed Assentsure PAC as its independent registered public accounting firm, effective on March 25, 2026. Assentsure PAC replaces BDO Audit Pty Ltd, the former independent registered public accounting firm, whose resignation was accepted by the Company on March 11, 2026. See “Item 16F. Change in Registrant’s Certifying Accountant.”
Change of Transfer Agent. Effective as of February 27, 2026, the Company appointed Transhare Corporation (“Transhare”) to serve as its new transfer agent and registrar, replacing Continental Stock Transfer & Trust Company (“Continental”), the Company’s prior transfer agent and registrar.
Transfer to The Nasdaq Capital Market. The Company received notices dated October 29, 2025 from Nasdaq that it had regained compliance with the Minimum Bid Price Requirement, and that the Company’s application to transfer the listing of its securities to The Nasdaq Capital Market had been approved, effective October 31, 2025. See “Item 9. The Offer and Listing.”
Registration Statements. In August 2025, the Company withdrew its registration statement on Form S-1 (File No. 333-286567), which had not been declared effective. On January 8, 2026, the SEC declared effective the Company’s registration statement on Form F-1 (File No. 333-291946) relating to the resale of up to 165,000 Ordinary Shares by the selling shareholders named therein.
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Recent Developments
Disposal of Legacy Oilseeds Business. On July 27, 2026, the Company entered into a Share Purchase Agreement (the “Disposal SPA”) with Trusha Realty Pte. Ltd., a private company limited by shares incorporated under the laws of the Republic of Singapore (the “Purchaser”), pursuant to which the Company agreed to sell all of the issued and outstanding shares (the “Subject Shares”) of AOI, which, together with its subsidiaries Cowcumbla Investments Pty Ltd, Cootamundra Oilseeds Pty Ltd and Good Earth Oils Pty Ltd (collectively with AOI, the “Target Group”), carried on the Company’s oilseed crushing and edible oils business. The total consideration for the Subject Shares is US$1.00, together with the Purchaser’s assumption of all liabilities of each member of the Target Group and the release of the Company and its affiliates from all guarantees and other credit support given by them in respect of the Target Group. The consideration was determined by reference to an independent valuation report, which concluded that the fair value of 100% of the equity of AOI is a nominal amount, the Target Group having a significant negative net worth, a history of operating losses, and substantial existing and contingent liabilities. The Disposal SPA also provides for the mutual waiver of amounts owed between the Company and its affiliates, on the one hand, and the Target Group, on the other hand. The Disposal was completed on July 27, 2026, and on July 31, 2026, the Purchaser was entered in the register of members of AOI as the holder of the 1,936,865 shares of AOI previously held by the Company.
Nasdaq Minimum Bid Price Deficiency. The Company received a notice dated January 6, 2026 from Nasdaq regarding the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). By notification dated July 13, 2026, Nasdaq granted the Company an additional 180 calendar days to regain compliance, extending the deadline to January 4, 2027. As of the date of this Annual Report, the Company has not regained compliance. See “Item 3.D. Risk Factors” and “Item 9. The Offer and Listing” for the full history of this matter.
Cancellation of PIPE Warrants. On August 26, 2026, the Board of Directors of the Company held a board meeting and approved of the cancellation of the warrants issued in the two private placements described above (the “PIPE Warrants”), including the form of the Warrant Cancellation, Waiver And Release Agreement (“Warrant Cancellation Agreement”). Under the form of Warrant Cancellation Agreement, the Company and each of the holders will agree to cancel the PIPE Warrants held by each such holder, and each of the holders will irrevocably and unconditionally waive and release all claims relating to such PIPE Warrants. The Company has entered into the Warrant Cancellation Agreement with each of the holders, and all of the PIPE Warrants have been cancelled. The holders agreed to the cancellation for no consideration, as the exercise prices of the PIPE Warrants were higher than the prevailing trading prices of the Ordinary Shares, and the Company did not make any cash payment, issue any shares or incur any other obligation in connection with the cancellation. (See Form 6-K furnished August 28, 2026.)
Private Placement. On October 12, 2026, the Company completed a private placement of 18,240,000 Class A ordinary shares at a purchase price of US$0.2193 per share, for aggregate gross proceeds of approximately US$4.0 million before deducting offering expenses, under a securities purchase agreement with certain investors. The shares were sold to non-U.S. persons in reliance on Regulation S under the Securities Act, and the Company agreed to file a registration statement covering their resale within 90 calendar days after the closing. Following the closing, the Company had 67,108,604 Class A ordinary shares issued and outstanding. The Company intends to use the net proceeds to fund its business expansion and for working capital and general corporate purposes. (See Form 6-K furnished October 15, 2026.)
4.B. Business Overview
On June 29, 2026, the Company closed its acquisition of an approximately 51% interest in RentBuddyUK, and on July 27, 2026, the Company entered into the Disposal SPA to sell AOI, which, together with its subsidiaries, carried on the Company’s oilseed crushing and edible oils business. See “Item 4.A. History and Development of the Company.”
RentBuddyUK
RentBuddyUK is a company incorporated under the laws of the United Kingdom that specializes in rent guarantee services designed to provide landlords with stable and predictable rental income. RentBuddyUK was incorporated in England and Wales on January 26, 2026. RentBuddyUK operates a digital rent guarantor service in the UK private rental sector for tenants who are unable to provide a UK guarantor. Tenants apply online, and RentBuddyUK assesses each application using its internal assessment model and, if the application is approved and the guarantee fee is paid, guarantees the tenant’s rent to the landlord up to a specified limit. RentBuddyUK’s services are tailored toward international students, young professionals, self-employed individuals and expatriates who lack traditional local credentials. RentBuddyUK does not provide rental management services, such as property search or property management. RentBuddyUK is also considering a separate payments service. This service has not commenced operations and would not be launched unless any required regulatory authorization or registration has been obtained, and there can be no assurance that it will be launched.
Rent Guarantee. RentBuddyUK acts as guarantor of a tenant’s rent under a rent guarantee agreement among RentBuddyUK, the tenant, the landlord and, where required, a co-signer. The guarantee covers the tenant’s share of rent only and does not cover utilities, council tax, damage or cleaning. RentBuddyUK’s maximum liability under each guarantee is 12 months’ rent, unless the guarantee is renewed after the first year. Under a standard guarantee, monthly rent may not exceed £3,500, or £42,000 for 12 months. Monthly rent above £3,500 requires RentBuddyUK’s special written approval before the tenancy starts and may not exceed £8,333, or £99,996 for 12 months. A guarantee may cover a tenancy term of up to three years, including renewals, and a new fee applies after the first year. As of September 30, 2026, RentBuddyUK had not launched or sold a separate damage cover product.
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Under RentBuddyUK’s standard terms, a guarantee does not become effective until the applicable conditions have been satisfied, including acceptance of the tenant terms, payment of the guarantee fee, completion of the required co-signer documentation and verification, confirmation of the tenancy details and issuance or execution of the guarantee. If RentBuddyUK pays rent arrears under a guarantee, the tenant is required to reimburse RentBuddyUK for the amount paid, together with any recovery costs and interest lawfully recoverable under the applicable terms.
Fees. Tenants pay RentBuddyUK a one-time engagement fee of £50 before their application enters review, which is non-refundable once the review has started, and a guarantee fee equal to 5% of annual rent once the application is approved and the tenancy details are confirmed.
Customers and Cooperation Arrangements. RentBuddyUK receives applications directly from tenants online and through referrals from letting agents and from the counterparties to the MOUs described below. Between January 21 and 23, 2026, before RentBuddyUK was incorporated, the MOUs were signed in RentBuddyUK’s name with each of Creo Urban Limited, Hoolihome Cooperation Limited, Firefly Housing Limited and London Luxury Property Management Ltd, rental service providers that serve Chinese customers renting in the United Kingdom, with a view to cooperating on rent guarantee services for those customers. The MOUs do not create binding obligations, and the parties’ rights and obligations, fee settlement and guarantee responsibilities are subject to formal agreements to be signed. As of the date of this Annual Report, no formal agreement has been signed.
Operating Status. As of September 30, 2026, RentBuddyUK had no rent guarantees in force and had received no guarantee fees since it began operations.
RentBuddyUK does not yet have sufficient operating history to establish a reliable seasonal pattern. Management expects demand for its service to be influenced by the United Kingdom academic-year rental cycle.
Regulation. Section 19 of the Financial Services and Markets Act 2000 states that a person (which includes a corporate entity) must not carry on a regulated activity in the United Kingdom, or purport to do so, unless they are an authorized or exempt person. This is referred to as the general prohibition. Carrying on a regulated activity in breach of the general prohibition is a criminal offense and may result in certain agreements being unenforceable. The meaning of regulated activity is set out in Part II of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001. Effecting and carrying out contracts of insurance as principal are regulated activities, and a contract of insurance includes fidelity bonds, performance bonds and similar contracts of guarantee that are effected or carried out by a person not carrying on a banking business, are not effected merely incidentally to some other business carried on by that person and are effected in return for the payment of one or more premiums. RentBuddyUK is not authorized by the Prudential Regulation Authority or the Financial Conduct Authority. RentBuddyUK provides its rent guarantee as a guarantor service and does not treat it as insurance, and we believe that RentBuddyUK is not required to be authorized to provide it. See “Item 3.D. Risk Factors.”
In England, the Tenant Fees Act 2019 prohibits landlords and letting agents from requiring a tenant, or a person who has guaranteed the payment of rent by a tenant, to make any payment other than a permitted payment, or to enter into a contract with a third party for the provision of a service or a contract of insurance, in connection with a tenancy of housing in England, subject to limited exceptions. A landlord does not require such a payment or contract if it gives the person the option of doing so as an alternative to complying with another requirement, unless that other requirement is itself prohibited or it would be unreasonable to expect the person to comply with it. A breach may result in a financial penalty of up to £5,000, or up to £30,000 where the breach is an offense under section 12 of that Act. Amendments made by the Renters’ Rights Act 2025, in force from May 1, 2026 for specified purposes, also prohibit landlords and letting agents from inviting, encouraging or accepting prohibited pre-tenancy payments of rent in connection with assured tenancies of housing in England. We believe that RentBuddyUK is not a landlord or a letting agent and that the fees it charges to tenants who choose its service are not prohibited by the Tenant Fees Act 2019.
RentBuddyUK collects identity, financial and other personal data from applicants and co-signers and is subject to the UK General Data Protection Regulation and the Data Protection Act 2018, which are administered by the UK Information Commissioner’s Office. Some applicants and co-signers may be located in the PRC. See “Item 3.D. Risk Factors.”
TenantGraph
The Company also conducts a software platform, TenantGraph, through Magic Mission, a wholly owned subsidiary of the Company incorporated in the British Virgin Islands. TenantGraph is not a separate legal entity and does not form part of RentBuddyUK. The platform uses artificial intelligence tools to assist property managers and rental-property operators in organizing property information and coordinating recurring work. Magic Mission has generated revenue of approximately US$800,000, all of which was derived in fiscal year 2026 from a single customer.
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Legacy Oilseeds Business
The following is a description of the Company’s oilseed crushing and edible oils business as conducted during the fiscal year ended June 30, 2026, prior to the Disposal.
During the fiscal year ended June 30, 2026, the Company, directly and indirectly through AOI and its subsidiaries, was focused on the manufacture and sale of chemical free, non-GMO, sustainable edible oils and products derived from oilseeds. Over the past 20 years, Australian Oilseeds Investments Pty Ltd., an Australian proprietary company (“AOI”) had grown to be the largest cold pressing oil plant in Australia, pressing strictly GMO free conventional and organic oilseeds.
Grower Supply Contracts and Farming Methods
To source the agricultural products for its business, the Company had a grower-supply contract base for oilseeds made up of local and regional farmers and shareholders in New South Wales committed to sustainable, renewable and organic farming. The Company’s farmers employed regenerative farming practices such as conservative tillage and minimal use of chemicals and fertilizer to grow produce with no residue and increase carbon sequestration, thereby pulling more carbon from the atmosphere and sequestering higher carbon amounts in the soil.
These grower-supply contracts (known universally as contract farming) provided for oilseeds on a fixed-acre or hectare-contract basis as well as standard tonnage contracts for oil seeds. Contract farming is an agreement between farmers and processing firms for the production and supply of agricultural products under forward agreements, frequently at predetermined prices. The basis of such production arrangements is a commitment on the part of the farmer to provide a specific commodity in quantities and at quality standards determined by the purchaser and a commitment on the part of the purchaser to support the farmer’s production and to purchase the commodity at harvest.
After the Company determined with whom to contract for its oilseeds, the Company and the counterparty agreed upon one or more contracts. The contracts contained information about the plot of land (referred to as the “block”) on which the product is grown. For each growing period, the grower-supply contract associated a harvest with a block. The harvest identified the product and growing period. Because a contract could span several growing periods, a block could have several harvests associated with it. The Company contracted to purchase all of the output from a particular block. Typically, the contract manager managed the harvests at the block level because most harvests for a block had similar characteristics, such as price. A grower-supply contract was a contract associated with a block and harvest.
In addition to the Company’s grower-supply contracts with local and regional farmers and shareholders in New South Wales, Energreen Nutrition Australia Pty Ltd, a company related to Gary Seaton, a director, provided supply-chain support for raw materials to the Company as an additional source of oilseeds supply. In addition, the Company had an exclusive supply agreement for canola seed with Good Earth Growers, as a strategy partner who had committed to reduce chemical residual in farming operation. Good Earth Growers was the first grain producer in Australia to be certified “Chemical Free Farmers.”1
The non-GMO chemical free oilseeds were then cold pressed, filtered and bottled by the Company into organic and non-organic food-grade oils, vegetable protein meals and supplements in stock feed rations. Cold pressing involves pressing and grinding the oilseeds without the use of chemicals and solvents at temperatures below 50 degrees Celsius, which results in oil and meals that retain nutritional values, antioxidants and healthy omega fatty acids.2 The Company worked with various marketers and distributors to sell its products in the Australian retail and selected export markets. The Company did business in Australia, New Zealand, Japan, and the United States through the trademark “Good Earth Oils.”
| 1 | See Good Earth Growers | Australia’s first Chemical Free Farmers & Grain Producers. |
| 2 | See Introduction to cold pressed oils: Green technology, bioactive compounds, functionality, and applications (January 2020) by Mohamed Fawzy Ramadan Hassnien. |
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The Company’s Products and Strategy
The Company produced organic food-grade oils and vegetable protein meals by means of cold pressing extraction from chemical and GMO-free oilseeds. The Company’s vegetable oils included unrefined canola oil, premium canola oil, extra filtered canola oil, RBD canola oil, safflower oil, sunflower oil, RBD sunflower oil, soyabean oil, linseed oil, extra virgin olive oil. The Company’s protein meals included organic and non-organic cold pressed canola, sunflower, safflower, soybean and linseed meals. Protein meals are the co-product of cold pressing extraction and are predominately used as a supplement in stock-feed rations. The meals are also used in rations for protein, amino acids, fibre and fat depending on dietary requirements.
Premium products included:
| ● | Cold pressed Canola oil |
| ● | Cold Pressed Soya bean oil | |
| ● | Sunflower Oil | |
| ● | Cold Pressed Canola Meal | |
| ● | Plant Based Proteins | |
| ● | Sunflower Meal |
We sold cold pressed vegetable oils and vegetable protein meals extracted from oil seeds. For fiscal years 2026 and 2025, the legacy oilseeds business derived its revenue from the sale of cold pressed vegetable oils and vegetable protein meals extracted from oil seeds. In our consolidated financial statements, the legacy oilseeds business is presented as a discontinued operation under IFRS 5, and its revenue is not included in our revenue from continuing operations. The Company processed and sold high quality protein meal for the agricultural market (including the feedstock industry). The Cootamundra facility was capable of crushing canola, safflower and sunflower seeds with a processing capacity of more than 70,000 metric tons per annum. Edible oils and protein meal serve as the largest outlet for oilseed derivative products. The food industry demands healthy oils for cooking and dining. A key example being Canola Oilseed — in which Australia produces over 15-20% of the global Canola seed trade. Australian oilseed production, due to relative proximity and high-quality output, are well-placed to supply the rapidly expanding consumer export markets of the Asia-Pacific as well as satisfy increased domestic demands.
The Company entered into standard sales contracts with customers for the purchase of these products, which detailed the duration and amount of the product to be delivered during the course of the contract, compliance with applicable government regulations and tax payment obligations.
The Company’s Manufacturing Process
The Company’s cold pressing oil plant was the largest in Australia and had seed processing capacity of up to 70,000 metric tons per annum. “Cold pressing” refers to oils obtained through pressing and grinding oilseeds without the use of chemicals or solvents at temperatures that do not exceed 122°F (50°C) and produces high energy canola meal used in stock feed by most species of animals worldwide. As a result of cold pressing, oil and meal retain most of their nutritional values, antioxidants and healthy omega fatty acids (including omega 3 and omega 6).
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Research and Development
Australian Oilseeds Investments Pty Ltd., an Australian proprietary company (the “AOI”) was established in 1991 by community-based growers, leaders and investors and commissioned its first oilseed processing plant in 1992, crushing more than 2,000 metric tons. Continuous research and development of methodology had resulted in seed processing capacity of more than 70,000 metric tons per annum notwithstanding using cold pressing methods that produce guaranteed non-GMO products. AOI continually engaged in research and development on the improvement of cold pressed oil extraction from safflower, sunflower and other oilseeds, plant-based meats and the usage of canola as an ingredient. Additionally, AOI had the first oil processing plant in Australia to partially adopt renewable solar energy along with electricity to run the plant concurrently. The plant abated 42.2 metric tons of CO2 (per month) with 568-kilowatt peak solar power.
4.C. Organizational Structure
The following is a current organizational chart of our Company:
As of the date of this Annual Report, the Company’s subsidiaries include RentBuddyUK, a company incorporated in England and Wales in which the Company holds approximately 51% of the issued share capital; EDOC, a wholly owned Cayman Islands subsidiary; Magic Mission, a wholly owned British Virgin Islands subsidiary; and Vellexa, a wholly owned Wyoming corporation. RentBuddyUK does not have any subsidiaries or other consolidated entities.
4.D. Property, Plants and Equipment
Prior to the Disposal, the Company’s legacy oilseeds business operated from facilities located at 126–142 Cowcumbla Street and 52 Fuller Drive, Cootamundra, New South Wales, Australia. The facilities comprised approximately 60,200 square meters of owned factory land at 126–142 Cowcumbla Street and approximately 7,169 square meters of floor area leased from unrelated third parties at 52 Fuller Drive under operating lease agreements. The related lease was recognized as a right-of-use asset in the Company’s financial statements in accordance with IFRS 16. Following the Disposal, these facilities ceased to form part of the Group’s operations. As of the date of this Annual Report, the Company’s principal executive offices are located at 126 – 142 Cowcumbla Street, Cootamundra, Site 2: 52 Fuller Drive Cootamundra, PO Box 263 Cootamundra, Australia 2590. We believe the current office space is adequate for our current operations and is adequate for our anticipated future needs. RentBuddyUK does not own any real property and does not hold any lease that is material to its business.
Item 4A. Unresolved Staff Comments
Not Applicable.
Item 5. Operating and Financial Review and Prospects
Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended June 30, 2026
The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto that appear elsewhere in this Annual Report on Form 20-F.
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Company Overview
The Company is a Cayman Islands exempted company that, directly and indirectly through its subsidiaries, historically conducted the manufacture and sale of chemical-free, non-GMO, sustainable edible oils and products derived from oilseeds. The Company believed that transitioning from a fossil-fuel economy to a renewable and chemical-free economy was the solution to many health problems the world faced at that time. To that end, the Company was committed to working with suppliers and customers to eliminate chemicals from the edible oil production and manufacturing systems to supply quality products such as non-GMO oilseeds and organic and non-organic food-grade oils to customers globally. Over the past 20 years, Australian Oilseeds Investments Pty Ltd., an Australian proprietary company (“AOI”), grew to become one of the largest cold-pressing oil plants in Australia, pressing strictly GMO-free conventional and organic oilseeds.
During the year ended June 30, 2026, the Company committed to a strategic plan to dispose of its legacy agricultural business, and the related disposal group was classified as held for sale under IFRS 5 and presented as a discontinued operation. On July 27, 2026, the Company completed the sale of 100% of the issued share capital of AOI to Trusha Realty Pte Ltd for nominal cash consideration of US$1.00, accompanied by a mutual discharge of intercompany balances and release of parent guarantees. Following the disposal, the Company’s continuing operations are focused on: (i) Magic Mission International Limited, through which the Company conducts its TenantGraph platform and which specializes in proprietary software installation package deliveries for clients’ private cloud deployment; and (ii) RentBuddyUK Limited, a UK-based operating subsidiary in which the Company acquired a 51% controlling interest on June 29, 2026, which operates a digital rent guarantor service in the UK private rental sector.
Results of Operations
The following selected consolidated financial data are derived from the audited financial statements of the Company for the years ended June 30, 2026 and 2025 and should be read in conjunction with our consolidated financial statements, the related notes and the rest of the section of this Report. The historical results are not necessarily indicative of the results of future operations.
The following tables set forth our Consolidated Statements of Operations data for the periods presented:
Year Ended June 30, 2026 Compared to the Year Ended June 30, 2025
| 2026 | 2025 | Change | % | |||||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||||||
| Sales revenue | 1,179,071 | - | 1,179,071 | N/A | ||||||||||||
| Cost of sales | (397,937 | ) | - | (397,937 | ) | N/A | ||||||||||
| Gross profit | 781,134 | - | 781,134 | N/A | ||||||||||||
| General and administrative expenses | (1,645,541 | ) | (1,040,755 | ) | (604,786 | ) | 58.1 | % | ||||||||
| Operating loss | (864,407 | ) | (1,040,755 | ) | 176,348 | (16.9 | )% | |||||||||
| Finance expenses | (1,953,974 | ) | (322,138 | ) | (1,631,836 | ) | 506.6 | % | ||||||||
| Loss on settlement of legacy costs | (394,810 | ) | - | (394,810 | ) | N/A | ||||||||||
| Change in fair value of warrant liabilities | 4,732,050 | 42,872 | 4,689,178 | 10,937.6 | % | |||||||||||
| Gain on extinguishment of warrant liabilities | 102,820 | - | 102,820 | N/A | ||||||||||||
| Loss on initial recognition of warrant liabilities | (12,321,980 | ) | - | (12,321,980 | ) | N/A | ||||||||||
| (Loss) before income tax | (10,700,301 | ) | (1,320,021 | ) | (9,380,280 | ) | 710.6 | % | ||||||||
| Income tax benefit | 12,449 | - | 12,449 | N/A | % | |||||||||||
| (Loss) for the year from continuing operations | (10,687,852 | ) | (1,320,021 | ) | (9,367,831 | ) | 709.7 | % | ||||||||
| (Loss) for the year from discontinued operations | (9,579,374 | ) | (142,589 | ) | (9,436,785 | ) | 6,618.2 | % | ||||||||
| (Loss) for the year | (20,267,226 | ) | (1,462,610 | ) | (18,804,616 | ) | 1,285.7 | % | ||||||||
| Other comprehensive income (loss) for the year, net of tax | 36,622 | (19,969 | ) | 56,591 | (283.4 | )% | ||||||||||
| Total comprehensive loss | (20,230,604 | ) | (1,482,579 | ) | (18,748,025 | ) | 1,264.6 | % | ||||||||
| (Loss) attributable to: | ||||||||||||||||
| Members of the parent entity | (19,015,732 | ) | (1,296,811 | ) | (17,718,921 | ) | 1,366.3 | % | ||||||||
| Non-controlling interest | (1,251,494 | ) | (165,799 | ) | (1,085,695 | ) | 654.8 | % | ||||||||
| Total Loss | (20,267,226 | ) | (1,462,610 | ) | (18,804,616 | ) | 1,285.7 | % | ||||||||
| Total comprehensive (loss) attributable to: | ||||||||||||||||
| Members of the parent entity | (18,979,110 | ) | (1,316,780 | ) | (17,662,330 | ) | 1,341.3 | % | ||||||||
| Non-controlling interest | (1,251,494 | ) | (165,799 | ) | (1,085,695 | ) | 654.8 | % | ||||||||
| Total comprehensive loss | (20,230,604 | ) | (1,482,579 | ) | (18,748,025 | ) | 1,264.6 | % | ||||||||
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Revenue
| Years Ended June 30 (AUD) | ||||||||||||||||
| 2026 | 2025 | Change | Change % | |||||||||||||
| Total revenue | $ | 1,179,071 | $ | - | $ | 1,179,071 | N/A | |||||||||
Sales revenue from continuing operations was AUD$1.18 million for the year ended June 30, 2026, compared to nil for the year ended June 30, 2025, attributable to software installation package deliverables under the TenantGraph service contract by our subsidiary, Magic Mission International Limited.
The following table summarizes the Company’s revenues disaggregated by product category:
| Years Ended June 30 (AUD) | ||||||||||||||||
| 2026 | 2025 | Change | Change % | |||||||||||||
| Platform Services | $ | 1,179,071 | $ | - | $ | 1,179,071 | N/A | |||||||||
| Total revenue | $ | 1,179,071 | $ | - | $ | 1,179,071 | N/A | |||||||||
Platform services revenue represented 100% of our continuing operations revenue for the year ended June 30, 2026, which was derived from proprietary software deliverables under the TenantGraph enterprise service contract completed by our subsidiary, Magic Mission International Limited. Revenue from continuing operations for the year ended June 30, 2025 was nil, as the historical revenues generated from our oilseed processing operations were reclassified to discontinued operations in accordance with IFRS 5.
Cost of Sales
| Years Ended June 30 (AUD) | ||||||||||||||||
| 2026 | 2025 | Change | Change % | |||||||||||||
| Platform Services | $ | 397,937 | $ | - | $ | 397,937 | N/A | |||||||||
| Total cost of sales | $ | 397,937 | $ | - | $ | 397,937 | N/A | |||||||||
Cost of sales from continuing operations was AUD$0.40 million for the year ended June 30, 2026, compared to nil for the year ended June 30, 2025, directly reflecting third-party technical implementation and development costs incurred by Magic Mission International Limited to deliver the TenantGraph software milestone packages. Prior-year production costs associated with the legacy agricultural business were reclassified to discontinued operations.
General and administrative expenses
| Years Ended June 30 (AUD) | ||||||||||||||||
| 2026 | 2025 | Change | Change % | |||||||||||||
| General and administrative expenses | $ | 1,645,541 | $ | 1,040,755 | $ | 604,786 | 58.1 | % | ||||||||
General and administrative expenses from continuing operations for the year ended June 30, 2026 were AUD$1.65 million, an increase of AUD$0.60 million, or 58.1%, compared to the year ended June 30, 2025. This increase was primarily attributable to an increase in salary and wages expenses during the period.
Finance expenses
| Years Ended June 30 (AUD) | ||||||||||||||||
| 2026 | 2025 | Change | Change % | |||||||||||||
| Finance expenses | $ | 1,953,974 | $ | 322,138 | $ | 1,631,836 | 506.6 | % | ||||||||
Finance expenses from continuing operations were AUD$1.95 million for the year ended June 30, 2026, an increase of AUD$1.63 million, or 506.6%, compared to AUD$0.32 million for the year ended June 30, 2025. This increase was primarily attributable to the expensing of commitment fee shares amounting to AUD$1.87 million issued to the ELOC Investor under the ELOC Settlement Agreement, pursuant to which the Arena equity line of credit facility was terminated (see “Item 4.A. History and Development of the Company”). In fiscal year 2025, finance expenses primarily comprised the amortization of convertible note discounts of AUD$0.27 million.
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Loss on settlement of legacy costs
| Years Ended June 30 (AUD) | ||||||||||||||||
| 2026 | 2025 | Change | Change % | |||||||||||||
| Loss on settlement of legacy costs | $ | 394,810 | $ | - | $ | 394,810 | N/A | |||||||||
Loss on settlement of legacy costs was AUD$0.39 million for the year ended June 30, 2026, relating to the settlement of outstanding convertible notes and promissory notes. The loss represents the excess of the total settlement consideration over the carrying amounts of the respective notes at the settlement dates. There was no corresponding loss in fiscal year 2025.
Change in Fair Value of Warrants
| Years Ended June 30 (AUD) | ||||||||||||||||
| 2026 | 2025 | Change | Change % | |||||||||||||
| Change in fair value of warrant liabilities | $ | 4,732,050 | $ | 42,872 | $ | 4,689,178 | 10,937.6 | % | ||||||||
Change in fair value of warrant liabilities resulted in a net gain of AUD$4,732,050 for the year ended June 30, 2026, compared to a fair value gain of AUD$42,872 for the prior year, reflecting periodic remeasurement of derivative warrant liabilities under IFRS 9 based on fluctuations in our ordinary share price and market volatility inputs.
Gain on extinguishment of warrant liabilities
| Years Ended June 30 (AUD) | ||||||||||||||||
| 2026 | 2025 | Change | Change % | |||||||||||||
| Gain on extinguishment of warrant liabilities | $ | 102,820 | $ | - | $ | 102,820 | N/A | |||||||||
Gain on extinguishment of warrant liabilities was AUD$0.10 million for the year ended June 30, 2026, compared to nil for the prior year, resulting from the derecognition and settlement of penny warrant liabilities during the period.
Loss on initial recognition of warrant liabilities
| Years Ended June 30 (AUD) | ||||||||||||||||
| 2026 | 2025 | Change | Change % | |||||||||||||
| Loss on initial recognition of warrant liabilities | $ | 12,321,980 | $ | - | $ | 12,321,980 | N/A | |||||||||
Loss on initial recognition of warrant liabilities was AUD$12.32 million for the year ended June 30, 2026, compared to nil for the prior year, arising from the day-one fair value recognition of derivative warrants issued in connection with our private placement financing agreements.
Net loss from discontinued operations, net of income taxes
| Years Ended June 30 (AUD) | ||||||||||||||||
| 2026 | 2025 | Change | Change % | |||||||||||||
| Net loss from discontinued operations, net of income taxes | $ | 9,579,374 | $ | 142,589 | $ | 9,436,785 | 6,618.2 | % | ||||||||
During the year ended June 30, 2026, the Company committed to dispose of its legacy Australian oilseed processing business, which was classified as held for sale under IFRS 5 and presented as discontinued operations. The transaction was legally completed on July 27, 2026 for a nominal cash consideration of US$1.00.
Net loss from discontinued operations, net of income taxes, was AUD$9.58 million for the year ended June 30, 2026, compared to AUD$0.14 million for the year ended June 30, 2025, representing an increase of AUD$9.44 million. This increase was primarily driven by an impairment loss of AUD$6.41 million recognized to remeasure the disposal group to its fair value less costs to sell upon classification as held for sale, and an impairment charge of AUD$2.58 million recognized to fully write off historical goodwill allocated to the agricultural business prior to its reclassification as held for sale. During the year ended June 30, 2026, the Company committed to dispose of its legacy Australian oilseed processing business, which was classified as held for sale under IFRS 5 and presented as discontinued operations. The transaction was completed on July 27, 2026 for nominal cash consideration of US$1.00. For detailed disclosure regarding the disposal group’s financial position, transaction terms, valuation basis, and accounting assessment under IFRS 5, see Note 4 to our consolidated financial statements.
Liquidity and Capital Resources
As of June 30, 2026, our principal sources of liquidity comprised cash and cash equivalents from continuing operations of AUD$147,581, digital asset holdings (Tether, USDT) with a carrying fair value of AUD$3,212,394, and a related-party loan receivable of AUD$6,529,191 from Ms. Hailing Fan. During fiscal year 2026, gross proceeds from our private placement financings were largely received in USDT, of which US$4,590,000 (AUD$6,529,191) was utilized to satisfy the initial subscription consideration for our 51% controlling interest in RentBuddyUK. Crucially, subsequent to the balance sheet date and prior to the issuance of this report, the AUD$6,529,191 loan receivable from Ms. Fan has been fully collected in USDT, providing immediate and robust liquid resources to comfortably fund our working capital requirements.
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We incurred a net loss from continuing operations after income tax of AUD$10,687,852 for fiscal year 2026, compared to AUD$1,320,021 for fiscal year 2025. As of June 30, 2026, we were in a working capital deficit of AUD$18,038,716 (with continuing operations reflecting a working capital deficit position of AUD$18,038,717), primarily driven by derivative warrant liabilities of AUD$22,245,000 (including AUD$22,164,000 attributable to PIPE Warrants, which were subsequently cancelled and eliminated in August 2026). Net cash outflows from operating activities from continuing operations were AUD$2,764,051 for fiscal year 2026, compared to nil for fiscal year 2025.
These historical losses and year-end working capital deficit represent significant operational challenges. As discussed further in Note 2(b) to our consolidated financial statements, our ability to continue as a going concern is evaluated based on management’s operational roadmap and critical post-year-end liquidity events, including the full collection in USDT of the AUD$6,529,191 loan receivable from Ms. Hailing Fan, the elimination of AUD$22,164,000 in PIPE warrant liabilities, the divestiture of our legacy, underperforming Australian oilseed operations, and the subsequent financing completed in October 2026.
As of June 30, 2026 and 2025, the consolidated entity held cash and cash equivalents from continuing operations of AUD$147,581 and AUD$0, respectively. The historical cash and cash equivalents of AUD$2,309,303 as of June 30, 2025 were associated with the legacy agricultural operations reclassified to discontinued operations.
The financial statements have been prepared on a going concern basis, which contemplates the continuity of normal activities and realization of assets and settlement of liabilities in the normal course of business. See Note 2(b) to our consolidated financial statements.
Historically, the legacy oilseeds business utilized debt facilities with the Commonwealth Bank of Australia and loans from related parties. Pursuant to the Share Purchase Agreement completed on July 27, 2026, all operational borrowings, bank facilities, and related party debts of the agricultural subsidiaries were transferred with the disposal group, and the Company was unconditionally released from all associated guarantees.
For continuing operations, the Company raised cash proceeds of AUD$2.91 million through private placement financings during fiscal year 2026. In August 2026, all 18.8 million outstanding PIPE warrants were voluntarily cancelled and surrendered by investors for no consideration, as the exercise prices of the PIPE warrants were higher than the prevailing trading prices of our Ordinary Shares, eliminating approximately AUD$22.16 million of current derivative liabilities and returning equity attributable to equity holders of the Company to a positive position on a pro forma basis. Management expects that available capital resources, operational inflows from our continuing technology and rental platforms, the full post-year-end recovery of related party receivables, the subsequent financing completed in October 2026, and the elimination of warrant liabilities will support the Group’s ongoing commitments and working capital requirements over the next twelve months, provided that we successfully execute our business roadmap. However, given our history of operating losses and early stage of operations, our ability to continue as a going concern remains subject to the execution and capital management risks described above and in Note 2(b).
The following table shows the net cash and cash equivalents provided by (used in) operating activities, net cash and cash equivalents used in investing activities, and net cash and cash equivalents provided by financing activities during the periods presented:
| Years Ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Net cash (used in) provided by - continuing operations | $ | $ | ||||||
| Operating activities | (2,764,051 | ) | - | |||||
| Investing activities | - | - | ||||||
| Financing Activities | 2,911,632 | - | ||||||
| Net cash provided by (used in) - discontinued operations | $ | $ | ||||||
| Operating activities | (8,207,701 | ) | 966,511 | |||||
| Investing activities | (238,021 | ) | (1,380,248 | ) | ||||
| Financing Activities | 6,782,853 | 2,208,900 | ||||||
Operating Activities
Net cash used in operating activities from continuing operations was AUD$2.76 million for the year ended June 30, 2026, primarily consisting of payments to suppliers and employees of AUD$3.06 million, partially offset by receipts from customers of AUD$0.29 million.
There were no continuing operating cash flows in fiscal year 2025.
Investing Activities
There were no cash flows from investing activities from continuing operations for the years ended June 30, 2026 and 2025.
Financing Activities
Net cash flows provided by financing activities from continuing operations were AUD$2.91 million for the year ended June 30, 2026, primarily consisting of proceeds from the issuance of shares and warrants of AUD$2.91 million.
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There were no continuing financing activities in fiscal year 2025.
Net cash flows related to the legacy oilseeds processing business are presented under discontinued operations in the table above, reflecting historical agricultural operations prior to its disposal.
Contractual Obligations and Commitments and Liquidity Outlook
Our ability to continue as a going concern depends on expanding enterprise software deliverables, growing RentBuddyUK’s rent guarantee business, and maintaining disciplined corporate overhead. Following the completion of the AOI divestiture on July 27, 2026, the Company ceased all capital-intensive crushing and manufacturing activities and is no longer subject to the debt service covenants or collateral encumbrances of the CBA bank facilities previously associated with the agricultural subsidiaries. In continuing operations, future contractual software development commitments primarily comprise an accrued software development payable of USD 1.8 million (for milestone deliverables capitalized as of June 30, 2026) and future milestone development payments of USD 3.4 million under upcoming project phases pursuant to Magic Mission’s service agreement with Smart Media for TenantGraph development (totaling USD 5.2 million), which may be settled in whole or in part using existing liquid digital asset holdings and subsequent operational digital asset receipts, alongside remaining scheduled development commitments under RentBuddyUK’s software research and development agreement with Creo Urban Limited amounting to £22,000 (approximately AUD$42,000). Management expects that existing liquid resources, operational inflows, the full collection in USDT of the AUD$6,529,191 loan receivable from Ms. Hailing Fan, the subsequent financing completed in October 2026, and the post-year-end cancellation of warrant liabilities will provide adequate runway to support ongoing business activities for the next twelve months.
Material Accounting Policies and Estimates
Our management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements which have been prepared in accordance with International Financial Reporting Standards and International Accounting Standards as issued by the International Accounting Standards Board (IASB) and Interpretations (collectively “IFRS Accounting Standards”). In preparing our financial statements, we make estimates, assumptions, and judgments that can have a significant impact on our reported revenue, results of operations, and net income or loss, as well as on the value of certain assets and liabilities on our balance sheet during and as of the reporting periods. These estimates, assumptions, and judgments are necessary because future events and their effects on our results and the value of our assets cannot be determined with certainty and are based on our historical experience and on other assumptions that we believe to be reasonable under the circumstances. These estimates may change as new events occur or additional information is obtained, and we may periodically be faced with uncertainties, the outcomes of which are not within our control and may not be known for a prolonged period of time. Because the use of estimates is inherent in the financial reporting process, actual results could differ from those estimates.
We believe that the assumptions and estimates associated with the following material accounting policies involve significant judgment and thus have the most significant potential impact on our Consolidated Financial Statements.
Revenue Recognition
We generate revenue from software deliverables and specialized platform services. Revenue from continuing operations consists of fees generated from the delivery of proprietary algorithmic software installation packages under the TenantGraph platform, including deployment configuration and technical onboarding support. A description of our revenue recognition policies is included in Note 2 to the Consolidated Financial Statements.
Under IFRS 15, revenue is recognized when control of the promised goods or services is transferred to the customer. For contracts containing multiple deliverables, each distinct software module represents a separate performance obligation satisfied at a point in time upon delivery and formal client acceptance. The transaction price is allocated to each distinct performance obligation based on relative standalone selling prices. In addition, we act as a principal in these arrangements and recognize revenue on a gross basis, as we control the underlying software outputs and retain primary responsibility for contract fulfillment.
For the year ended June 30, 2026, revenue from continuing operations was AUD$1.18 million, generated entirely from platform services under the TenantGraph enterprise service contract. There was no revenue from continuing operations in fiscal year 2025, as our historical oilseed processing business was reclassified to discontinued operations under IFRS 5 following the strategic decision to divest that legacy business, and our current technology platform operations commenced during fiscal year 2026.
Warrant transactions
PIPE Warrants to purchase our Ordinary Shares are accounted for as liability instruments based on the terms of the warrant agreements. The PIPE Warrants are classified as derivative financial liabilities measured at fair value through profit or loss under IFRS 9 because their settlement and exercise provisions do not satisfy the fixed-for-fixed condition under IAS 32.
Private Warrants and Representative Warrants to purchase Ordinary Shares accounted for as liability instruments represent the warrants issued to significant shareholders and related parties.
Penny Warrants were a contingently issuable instrument to issue the Company’s shares and were accounted for as a financial liability until the related liability was extinguished during fiscal year 2026 (see Note 15). Public Warrants are accounted for as equity instruments due to the settlement provisions of the warrant agreement.
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For the year ended June 30, 2026, the Company recognized derivative warrant liabilities upon the issuance of PIPE warrants in private placement financings, with day-one fair value differences recognized in profit or loss as a loss on initial recognition.
In order to calculate warrant charges, we used option pricing techniques including Monte Carlo simulations and the Black-Scholes model, which required key inputs including volatility, risk-free interest rates, and certain unobservable inputs for which there is little or no market data, requiring us to develop our own assumptions. For the 479,000 legacy private warrants, we changed our valuation methodology from the Monte Carlo simulation model to the Black-Scholes model during the year ended June 30, 2026. We determined that the Black-Scholes model was more appropriate based on the remaining contractual terms and features of the warrants, as the valuation no longer required the simulation of complex or path-dependent outcomes. Accordingly, we believe the Black-Scholes model provides a reasonable estimate of the fair value of these warrants.
Off-Balance Sheet Arrangements
As of June 30, 2026, we had no off-balance sheet arrangements.
Recently Adopted Accounting Pronouncements
See Note 2(o) to the accompanying consolidated financial statements included elsewhere in this Annual Report on Form 20-F for a description of recently adopted accounting standards.
Recently Issued Accounting Pronouncements
See Note 2(o) to the accompanying consolidated financial statements included elsewhere in this Annual Report on Form 20-F for a description of certain recently issued accounting standards which may impact our financial statements in future reporting periods.
Interest Rate Sensitivity
We had cash and cash equivalents totaling AUD$147,581 as of June 30, 2026 (2025: AUD$2,309,303). Cash and cash equivalents include cash on hand and investments with original maturities of three months or less, are stated at cost, and approximate fair value. Our investment policy and strategy are focused on preservation of capital, supporting our liquidity requirements, and delivering competitive returns subject to prevailing market conditions. We were not exposed to material risks due to changes in market interest rates given the liquidity of the cash and investments with original maturity of three months.
Foreign Currency Risk
Our reporting currency is Australian Dollars (“AUD”) and our subsidiary in the United Kingdom conducts its business and maintains its books and records in British Pounds (“GBP”) as its functional currency. Our subsidiaries in the Cayman Islands, the British Virgin Islands, and the United States, maintain United States Dollars (“USD”) as their functional currencies. As a result, our Group is exposed to foreign exchange risk as the overseas subsidiaries’ results of operations may be affected by fluctuations in exchange rates against the AUD. If foreign currencies depreciate against the AUD, the value of the subsidiaries’ revenues, earnings, and assets as expressed in the Group’s AUD consolidated financial statements will decline. We do not use currency derivative contracts to hedge against foreign currency movements. Because a significant portion of our continuing liquid assets, primarily comprising our USDT holdings (US$2,206,594) and the USDT-denominated loan receivable from Ms. Hailing Fan (US$4,590,000 / AUD$6,529,191), is denominated in U.S. dollars, material fluctuations in the exchange rate between the AUD and USD could have an impact on our reported net assets and results of operations. Notably, foreign exchange risk associated with the loan receivable was completely eliminated subsequent to year-end upon its full collection in USDT prior to the issuance of this report. Additionally, our USDT holdings are subject to stablecoin peg and digital asset market risks.
Credit Risk
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.
The Company’s cash and cash equivalents are generally held with large financial institutions. Although the Company’s deposits may exceed applicable deposit insurance limits, the financial institutions that the Company uses have high investment-grade credit ratings and, as a result, the Company believes that, as of June 30, 2026, its risk relating to deposits exceeding applicable deposit insurance limits was not significant. In addition, the Company holds USDT, which is not covered by deposit insurance and is subject to risks associated with its issuer, custodial arrangements, and potential fluctuations in its value. The Company has no significant off-balance sheet risk such as foreign exchange contracts, options contracts, or other hedging arrangements.
The Company believes its credit policies are prudent and reflect normal industry terms and business risk. The Company generally does not require collateral from its customers and generally requires payment from zero to 90 days from the invoice date with typical terms of 30 days. As of June 30, 2026, our credit exposure from continuing operations was concentrated in a trade receivable of AUD$873,490 due from a single enterprise customer (Hong Kong Xinkai Gravel Co., Limited), representing 100.0% of our continuing trade receivables, and an unsecured loan receivable of AUD$6,529,191 due from Ms. Hailing Fan, which has been fully collected in USDT subsequent to June 30, 2026 and prior to the issuance of this report, thereby fully mitigating default risk.
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Item 6. Directors, Senior Management and Employees
6.A. Directors and Senior Management
Our directors and executive officers are as follows:
| Name | Age | Position | ||
| Executive Officers | ||||
| Gary Seaton | 71 | Co-Chief Executive Officer and Chairman | ||
| Saw Khoon Ming | 30 | Co-Chief Executive Officer and Director | ||
| Jiang Honglei | 43 | Chief Financial Officer | ||
| Non-Executive Directors | ||||
| Long (Leo) Yi | 49 | Director (Independent) | ||
| Ho Yeung Lee | 44 | Director (Independent) | ||
| Mok Sin Ting | 38 | Director (Independent) |
Biography
Gary Seaton
Mr. Seaton has served as Chief Executive Officer of the Company (Co-Chief Executive Officer since November 5, 2025) since inception, as Chairman of the Board since January 9, 2026, and as a director and the Secretary of AOI since its inception. Mr. Seaton has also served as the Managing Director of Cootamundra Oilseeds Pty Ltd. (“Cootamundra”), Cowcumbla Investments Pty Ltd (“Cowcumbla”) and CQ Oilseeds Pty Ltd. since 2014, and Energreen Nutrition Australia Pty Ltd. — Brisbane Australia since 2013. Cootamundra and Cowcumbla are the operating subsidiaries of AOI, which the Company sold in the Disposal. Mr. Seaton continues to serve as a director and the Secretary of AOI following the Disposal. Mr. Seaton has more than 42 years of experience in the field of international business operations, and he is a social entrepreneur. He currently serves as the Chairman of G&G Group of Companies (“G&G Group”), which is the parent company founded in Singapore and oversees all business except for Australian companies. G&G Group has operations in Singapore, Malaysia, Sri Lanka, Africa, India and Australia, predominately in the agricultural, commodities and renewable energy sector. Mr. Seaton is also the majority owner and Director of Energreen Nutrition & Bioenergy plantations and is part of the Investment Committee of Aditya Birla Sunlife Global Clean Energy Fund. We believe Mr. Seaton is qualified to serve as a director of the Company given his extensive experience in international business operations and the oilseed industry.
Saw Khoon Ming
Mr. Saw, age 30, was appointed Co-Chief Executive Officer and a director of the Company effective January 30, 2026, succeeding Jamie Mohammed Zamal. Mr. Saw has experience in banking operations, platform operations support and administrative management. From November 2022 to January 2026, he served as a sales executive at CIMB Bank Berhad, where he supported customer acquisition and provided end-to-end assistance in connection with retail banking products and services, including customer profiling, consultations, documentation processing and after-sales support. Prior to joining CIMB Bank Berhad, he served as a platform experience executive at Accenture Solutions Sdn Bhd from January 2020 to November 2022, where he supported platform operations and user experience initiatives and coordinated with cross-functional teams to improve service delivery and operational performance. Earlier in his career, Mr. Saw worked in general administration at Audio Handle Sdn Bhd from June 2017 to December 2018, providing office operations support, documentation management, vendor coordination and basic finance support. Mr. Saw holds a bachelor of business administration from Tunku Abdul Rahman University College.
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Jiang Honglei
Mr. Jiang, age 43, was appointed Chief Financial Officer of the Company, effective March 31, 2026, succeeding Amarjeet Singh. Mr. Jiang has experience in finance leadership positions. Since January 2023, he has served as the Chairman of the Audit Committee of Zeta Network Group, where he led the Audit Committee in overseeing financial reporting, internal controls, external audit, and compliance with SEC rules and exchange requirements. From January 2017 to December 2022, he was president of DeYi Financial Leasing Co., Ltd., where he oversaw all aspects of the company, including its Business Department, Finance, Risk Control, and Office, and where he formulated departmental rules, business strategy, and led major projects. Prior to that, Mr. Jiang held a number of positions in various financial institutions, including Kunsheng Financial Leasing Co., Ltd. as Executive Vice President, and the Industrial and Commercial Bank of China as Client Manager and subsequently as Senior Project Manager. Mr. Jiang obtained a Master’s Degree in Investment Economics in 2008 from the Dongbei University of Finance and Economics, and a Bachelor’s Degree in Economics in 2005 from the Changchun University of Science and Technology.
Long (Leo) Yi
Mr. Yi, age 49, has served as an independent director of the Company since November 5, 2025 and is the chairman of the Audit Committee. Mr. Yi has served as the chief financial officer of Lakeside Holding Ltd. (Nasdaq: LSH), a Nasdaq-listed company, since June 2024. Mr. Yi possesses nearly 20 years of experience in accounting, auditing, and financial management for U.S. public companies. Mr. Yi is a certified public accountant in the State of Illinois with nearly 20 years of working experience in the accounting and financing field including multiple roles with publicly listed companies. Mr. Yi received a bachelor’s degree in accounting from Northeastern University (Shenyang, China), a master’s degree in accounting and finance from the University of Rotterdam and another master’s degree in accounting and finance from McGill University.
Ho Yeung Lee
Mr. Lee, age 44, was appointed an independent director of the Company effective January 9, 2026, following Gowri Shankar’s resignation, and has served as the chair of the Compensation Committee and a member of the Audit Committee and the Nominating and Corporate Governance Committee. Mr. Lee has over 15 years of experience in consumer finance and secured lending operations in Hong Kong. Since January 2017, he has served as director and general manager of Fortune Credit Limited (formerly listed on the Hong Kong Stock Exchange), where he oversees end-to-end loan origination and credit operations, including underwriting, documentation, disbursement, portfolio monitoring and post-loan servicing. In addition to his primary role, Mr. Lee has held concurrent senior management and advisory positions in finance companies, including serving as a part-time director and general manager of Bond Fu Finance from July 2019 to December 2024 and serving as a consultant of A Finance from December 2018 to December 2024. Earlier in his career, he held roles at China Financial Services Holdings Limited and Citibank (Hong Kong) Limited, with responsibilities spanning business development, credit assessment and client due diligence. Mr. Lee holds a certificate in commercial studies from the Hong Kong Institute of Vocational Education and is fluent in Cantonese, English, and Mandarin.
Mok Sin Ting
Ms. Mok, age 38, was appointed an independent director of the Company effective March 30, 2026, and has served as the chair of the Nominating and Corporate Governance Committee and a member of the Audit Committee and the Compensation Committee. Ms. Mok has been Director of Sales & Operations at MAPS Partners Limited since 2021, where she oversees end-to-end sales operations and business development in property investment and immigrant relocation services. From 2019 to 2021, she held the position of Sales Director at Northwest Networking Company Limited, where she built and led a new international sales team, significantly increasing revenue and customer satisfaction. From 2013 to 2019, she held the position of Senior Management, Business Development & Operations, at UHO International Wealth Management, where she built and led a full broking sales organisation, managing day-to-day operations and client relationship management. Ms. Mok holds a bachelor of business administration from a European university, and an International Advanced Diploma in Business from NCC Education.
The business and affairs of the Company are managed by or under the supervision of the Company’s Board. The Board consists of five directors: Gary Seaton, Saw Khoon Ming, Long (Leo) Yi, Ho Yeung Lee and Mok Sin Ting, with Gary Seaton serving as Chairman of the Board. The primary responsibilities of the Board will be to provide oversight, strategic guidance, counselling and direction to the Company’s management. The Board will meet on a regular basis and additionally as required.
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Most of the Company’s directors and officers are located outside of the United States and are nationals or residents of jurisdictions other than the United States, and all or a substantial portion of their assets are located outside of the United States. Gary Seaton resides in Australia. As a result, it may be difficult for investors to effect service of process within the United States upon these persons, or to enforce judgments obtained in U.S. courts against us or them, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.
Family Relationships
There are no family relationships between any of the Company’s executive officers and directors or director nominees.
6.B. Compensation
Executive Compensation
2026 Summary Compensation Table
The following table sets forth the total compensation earned for services rendered during the years shown by our named executive officers as of June 30, 2026.
| Name and principal position | Year | Salary (AUD$) | Bonus (AUD$) | Stock awards (AUD$) | Option awards ($) | All other compensation (AUD$) | Total (AUD$) | |||||||||||||||||||||
| Gary Seaton | 2026 | - | - | - | - | 24,000 | 24,000 | |||||||||||||||||||||
| Chief Executive Officer(1) | 2025 | 200,000 | - | - | - | 23,000 | 223,000 | |||||||||||||||||||||
| Amarjeet Singh(2) | 2026 | - | - | - | - | - | - | |||||||||||||||||||||
| Chief Financial Officer | 2025 | 73,000 | - | - | - | 8,395 | 81,395 | |||||||||||||||||||||
| Bob Wu Former(3) | 2026 | - | - | - | - | - | - | |||||||||||||||||||||
| Former Chief Financial Officer | 2025 | 108,516 | - | - | - | 12,479 | 120,995 | |||||||||||||||||||||
| Jamie Mohammed Zamal | 2026 | 26,529 | - | - | - | 12,000 | 38,529 | |||||||||||||||||||||
| CO-Chief Executive Officer(4) | 2025 | - | - | - | - | - | - | |||||||||||||||||||||
| SAW KHOON MING | 2026 | 44,215 | - | - | - | - | 44,215 | |||||||||||||||||||||
| CO-Chief Executive Officer(5) | 2025 | - | - | - | - | - | - | |||||||||||||||||||||
| Honglei Jiang | 2026 | 26,529 | - | - | - | - | 26,529 | |||||||||||||||||||||
| Chief Financial Officer(6) | 2025 | - | - | - | - | - | - | |||||||||||||||||||||
| (1) | Mr. Seaton has served as Chief Executive Officer since the Company’s inception in December 2022 and as Co-Chief Executive Officer since November 5, 2025. |
| (2) | Mr. Amarjeet Singh served as Chief Financial Officer of the Company from February 2025 until his resignation on March 27, 2026. |
| (3) | Mr. Wu served as Chief Financial Officer of the Company since its inception until his resignation in February 2025. |
| (4) | Mr. Jamie Mohammed Zamal served as Co-Chief Executive Officer from November 2025 until his resignation in January 2026. |
| (5) | Mr. Saw Khoon Ming has served as Co-Chief Executive Officer of the Company since January 2026. |
| (6) | Mr. Honglei Jiang has served as Chief Financial Officer of the Company since March 2026. |
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Employment Agreements and Director Offer Letters
In connection with his appointment, on November 5, 2025, the Company entered into an executive employment agreement with Mr. Zamal. The employment agreement provided for a renewable one-year term, providing for a salary of USD $6,000 per month and right for Mr. Zamal to participate in equity compensation by the Company at a level comparable to similarly situated other executives of the Company, including any share incentive plan, subject to the terms and provisions of such plan. Mr. Zamal resigned from his positions as Co-Chief Executive Officer and as a director of the Company effective January 30, 2026.
In connection with his appointments, on January 30, 2026, the Company entered into a director offer letter with Mr. Saw and an executive employment agreement with Mr. Saw. In connection with Mr. Jiang’s appointment, on March 31, 2026, the Company entered into an employment confirmation letter with Mr. Jiang. Mr. Saw’s executive employment agreement has an initial term of 12 months, which is automatically extended for successive 12-month periods unless either party gives 30 days’ prior written notice of non-extension, and provides for a monthly salary of US$6,000 and for Mr. Saw to be eligible to participate in the Company’s long-term compensation arrangements, including any share incentive plan. Either party may terminate the agreement on 30 days’ prior written notice. The agreement also contains confidentiality undertakings and non-competition and non-solicitation undertakings that apply during the term of employment and for 12 months thereafter. Mr. Jiang’s employment confirmation letter provides for a monthly base salary of US$6,000, with no probationary period.
In connection with their appointments, the Company entered into a director offer letter with each of Mr. Yi, Mr. Lee and Ms. Mok. The terms of these agreements are consistent with the Company’s standard arrangements for its non-employee directors.
6.C. Board Practices
Controlled Company Exemption
Prior to April 17, 2026, Gary Seaton, Co-Chief Executive Officer and founder, beneficially owned more than 50% of the combined voting power for the election of directors of the Company. As a result, the Company was a “controlled company” within the meaning of Nasdaq listing rules and was eligible to elect not to comply with certain corporate governance standards, including, but not limited to, the following requirements:
| ● | that a majority of its board of directors consist of directors who qualify as “independent” as defined under the rules of Nasdaq; | |
| ● | that it has a nominating and corporate governance committee composed entirely of independent directors; and | |
| ● | that it has a compensation committee composed entirely of independent directors. |
Following the completion of our private placement in April 2026, we ceased to be a “controlled company” within the meaning of the Nasdaq listing rules.
Directors’ Service Contracts
Mr. Saw, our Co-Chief Executive Officer and a director, has entered into an executive employment agreement with us dated January 30, 2026. Under the agreement, if Mr. Saw’s employment is terminated by us other than for cause, or by Mr. Saw for good reason, we will continue to pay his compensation and provide his benefits during the notice period, and will pay him such amount, in lieu of benefits under any severance plan or policy, as may be agreed between us and Mr. Saw. See “—6.B. Compensation—Employment Agreements and Director Offer Letters.”
Independence of Directors
As a result of its securities being listed on Nasdaq, the Company adheres to the rules of such exchange in determining whether a director is independent. The Board has affirmatively determined that each of Mr. Yi, Mr. Lee and Ms. Mok is an “independent director” as defined under Nasdaq Listing Rule 5605(a)(2). The board of directors of the Company has consulted, and will consult, with its counsel to ensure that the board of director’s determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors.
Risk Oversight
Our Board has responsibility for establishing broad corporate policies and reviewing our overall performance rather than day-to-day operations. The primary responsibility of our Board is to oversee our management and, in doing so, serve our best interests and the best interests of our shareholders. Our Board selects, evaluates and provides for the succession of executive officers and, subject to shareholder election, directors. It reviews and approves corporate objectives and strategies, and evaluates significant policies and proposed major commitments of corporate resources. Our Board also participates in decisions that have a potential major economic impact on us. Management keeps the directors informed of Company activity through regular communication, including written reports and presentations at Board and committee meetings.
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Our corporate governance practices do not indicate a particular board structure, and our Board has the flexibility to select its chair and our chief executive officer in the manner that it believes is in the best interests of our shareholders. Accordingly, the positions of Chair and the Chief Executive Officer may be filled by either one individual or two individuals. At present, Mr. Seaton serves as both Chairman and Co-Chief Executive Officer, and Mr. Saw serves as Co-Chief Executive Officer. Our Board believes that our current leadership structure and the composition of our Board protect shareholder interests and provide adequate independent oversight, while also providing outstanding leadership and direction for our Board and management.
Aside from our Co-Chief Executive Officers (Gary Seaton and Saw Khoon Ming), each of our other directors is “independent” under Nasdaq standards, as more fully described herein. The independent directors meet in executive sessions, without management present, during each regularly scheduled Board meeting and are very active in the oversight of our Company. In addition, our Board and each committee of Board has complete and open access to any member of management and the authority to retain independent legal, financial and other advisors as they deem appropriate.
Effective risk oversight is an important priority of the Board. Because risks are considered in virtually every business decision, the Board discusses risk throughout the year generally or in connection with specific proposed actions. The Board’s approach to risk oversight includes understanding the critical risks in our business and strategy, evaluating our risk management processes, allocating responsibilities for risk oversight among the full Board, and fostering an appropriate culture of integrity and compliance with legal responsibilities.
Our Board has an active role, as a whole and at committee levels, in overseeing management of our risks. Our Board oversees management of risks associated with operations and cybersecurity. The Board of Directors and management are actively involved in reviewing our information security and cybersecurity strategies and updating these strategies as risks evolve. While each standing Board committee is responsible for overseeing the management of risks relating to its area of oversight, the entire Board is regularly informed about these risks through committee meeting attendance or committee reports.
The Audit Committee of the Board of Directors has oversight of our cybersecurity program and is responsible for reviewing and assessing the Company’s cybersecurity and data protection policies, procedures and resource commitment, including key risk areas and mitigation strategies. As part of this process, the Audit Committee receives regular updates from the Chief Technology Officer on critical issues related to our information security risks, cybersecurity strategy, supplier risk and business continuity capabilities. The Audit Committee also oversees the management of accounting, financial reporting, and financial risks and the management of our compliance program. Additionally, the Audit Committee oversees our procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls, or audit matters.
The Compensation Committee is responsible for overseeing the management of risks relating to our compensation plans and arrangements. The Nominating and Corporate Governance Committee manages risks associated with director independence and potential conflicts of interest.
Hedging and Pledging Transactions
Our directors and executives are subject to various trading restrictions under our Insider Trading Policy. These individuals are prohibited from entering into transactions involving our securities during quarterly blackout periods and certain other special blackout periods and must receive our permission before entering into these transactions.
The Company’s Insider Trading Policy also prohibits executive officers and directors from engaging in any transaction in which they may profit from short-term speculative swings in the value of the Company’s securities, unless such executive officers and directors receive advance approval to engage in such a transaction. This includes “short sales” (selling borrowed securities that the seller hopes can be purchased at a lower price in the future) or “short sales against the box” (selling owned, but not delivered securities), and “put” and “call” options. Our Insider Trading Policy provides that no employee, officer or director may acquire, sell or trade in any interest or position relating to the future price of Company securities, such as a put option, a call option or a short sale (including a short sale “against the box”), or engage in hedging transactions (including “cashless collars”).
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Clawback Policy
On April 10, 2024, the Board of Directors adopted a compensation clawback policy (the “Clawback Policy”). The Clawback Policy requires the Company to clawback erroneously awarded incentive compensation received by current and former executive officers during the three fiscal years that preceded the date the Company is required to prepare an accounting restatement due to material noncompliance with a financial reporting requirement. The Clawback Policy also allows the Company to clawback compensation from any employee who is determined to have engaged in a misconduct event.
Committees of the Board of Directors
During the fiscal year ended June 30, 2026, no director attended fewer than 75% of the total number of meetings of our Board and of committees of our Board on which he or she served during fiscal year 2026. Our Board has adopted a policy under which each member of our Board makes every effort, but is not required, to attend each annual meeting of our shareholders. Our last annual general meeting of shareholders was held on April 30, 2025.
Our Board has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each of these committees is comprised solely of independent directors. As necessary, each of these committees meets in executive session without management present.
The following table sets forth the current chairperson and members of each committee of the Board. During the fiscal year ended June 30, 2026, each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee held two meetings.
| Name of Director | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | |||||||||
| Long (Leo) Yi | Chair | Member | Member | |||||||||
| Ho Yeung Lee | Member | Chair | Member | |||||||||
| Mok Sin Ting | Member | Member | Chair |
Audit Committee Function
The Audit Committee (a) assists the Board in fulfilling its oversight of: (i) the quality and integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements relating to the Company’s financial statements and related disclosures; (iii) the qualifications and independence of the Company’s independent auditors; and (iv) the performance of the Company’s independent auditors and the Company’s internal audit function; and (b) prepares any reports that the rules of the SEC required be included in the Company’s annual proxy statement. The Audit Committee also reviews and approves all related party transactions, as described in more detail elsewhere in this Annual Report.
The Audit Committee is responsible for the oversight of the Company’s financial reporting process on behalf of the Board and such other matters as specified in the Audit Committee’s charter or as directed by the Board. Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged by us for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for us (or to nominate the independent registered public accounting firm for shareholder approval), and each such registered public accounting firm must report directly to the Audit Committee. Our Audit Committee must approve in advance all audit, review and attest services and all non-audit services (including, in each case, the engagement and terms thereof) to be performed by our independent auditors, in accordance with applicable laws, rules and regulations.
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Our Board has determined that each member of the Audit Committee is financially literate in accordance with the rules of Nasdaq and is independent under Nasdaq’s director independence standards and applicable SEC rules. In addition, the Board has determined that Mr. Long (Leo) Yi qualifies as an “audit committee financial expert” as defined by SEC rules.
Compensation Committee
The Compensation Committee (i) assists the Board in discharging its responsibilities with respect to compensation of the Company’s executive officers and directors, (ii) evaluates the performance of the executive officers of the Company, and (iii) administers the Company’s stock and incentive compensation plans and recommends changes in such plans to the Board as needed. Our Board has determined that each member of the Compensation Committee is independent under Nasdaq’s director independence standards and applicable SEC rules. Among other things, our Compensation Committee is responsible for:
| ● | evaluating the performance of our Chief Executive Officer; | |
| ● | evaluating the performance of our other executive officers (including officers reporting under Section 16 of the Exchange Act); | |
| ● | reviewing and approving our overall compensation philosophy, programs, policies, and practices; | |
| ● | administering our Clawback Policy; and | |
| ● | reviewing and developing short- and long-term management succession plans. |
The Compensation Committee may form and delegate responsibility to subcommittees as it deems necessary or appropriate, provided that any subcommittee must meet all applicable independence requirements.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee assists the Board in (i) identifying qualified individuals to become directors, (ii) determining the composition of the Board and its committees, (iii) developing succession plans for executive officers, (iv) monitoring a process to assess Board effectiveness, and (v) developing and implementing the Company’s corporate governance procedures and policies. Our Board has determined that each member of the Nominating and Corporate Governance Committee is independent under Nasdaq’s director independence standards and applicable SEC rules.
The Nominating and Corporate Governance Committee considers candidates recommended by shareholders as well as from other sources such as other directors or officers, third party search firms or other appropriate sources. Once identified, the Nominating and Corporate Governance Committee will evaluate a candidate’s qualifications in accordance with its written charter and, if the Nominating and Corporate Governance Committee believes a candidate would be a valuable addition to the Board, it recommends his or her candidacy to the full Board. The Nominating and Corporate Governance Committee does not alter its criteria for evaluating candidates, including the criteria described above, for shareholder recommended candidates. Threshold criteria include personal integrity and sound judgment, business and professional skills and experience, independence, knowledge of our industry, conflicts of interest, the extent to which the candidate would fill a present need on our board of directors, and concern for the long-term interests of our shareholders.
Our Nominating and Corporate Governance Committee has not adopted a formal diversity policy in connection with the consideration of director nominations or the selection of nominees. However, the Nominating and Corporate Governance Committee will consider issues of diversity among its members in identifying and considering nominees for director and strive where appropriate to achieve a diverse balance of backgrounds, perspectives, experience, age, gender, ethnicity and country of citizenship on our board of directors and its committees.
Shareholders have the right under our Amended and Restated Memorandum and Articles of Association to nominate director candidates directly, without any action or recommendation on the part of the Nominating and Corporate Governance Committee or the Board. Pursuant to our Amended and Restated Memorandum and Articles of Association, the shareholders shall have power to nominate a person as director at an annual general meeting by delivering notice to the Company no later than close of business on the 90th day nor earlier than close of business on the 120th day prior to the date of an annual general meeting.
Code of Ethics
The Company has adopted a Code of Ethics that applies to all of its employees, officers, and directors. This includes the Company’s principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions. We intend to disclose on our website any future amendments of the Code of Ethics or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions, or our directors from provisions in the Code of Ethics. A copy of the Code is incorporated by reference as Exhibit 11.1 to this Annual Report.
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Shareholder Communication with the Board of Directors
Shareholders and other interested parties may communicate with the board of directors, including non-management directors, by sending a letter to us at Australian Oilseeds Holdings Limited, 126 – 142 Cowcumbla Street, Cootamundra, Site 2: 52 Fuller Drive Cootamundra, PO Box 263 Cootamundra, Australia 2590, attention Mr. Jiang Honglei, Chief Financial Officer for submission to the board of directors or committee or to any specific director to whom the correspondence is directed. Shareholders communicating through this means should include with the correspondence evidence, such as documentation from a brokerage firm, that the sender is a current record or beneficial shareholder of the Company. All communications received as set forth above will be opened by the Corporate Secretary or his or her designee for the sole purpose of determining whether the contents contain a message to one or more of our directors. Any contents that are not advertising materials, promotions of a product or service, patently offensive materials or matters deemed, using reasonable judgment, inappropriate for the board of directors will be forwarded promptly to the chairman of the board of directors, the appropriate committee or the specific director, as applicable.
6.D. Employees
As of June 30, 2026, the Company had 45 full-time employees and 8 full-time equivalent contractors. The Company believes its relationship with its employees and contractors is cooperative.
As the Company expands, it believes it will be able to source personnel that can contribute to the technical, marketing and business development aspects of the company.
6.E. Share Ownership
Major shareholder’s details are disclosed in Item 7.A below.
6.F. Disclosure of a registrant’s action to recover erroneously awarded compensation
Not applicable.
Item 7. Major Shareholders and Related Party Transactions
7.A. Major Shareholders
The following table sets forth information regarding the beneficial ownership of the Ordinary Shares as of the date hereof by:
| ● | each person known by us to be the beneficial owner of more than 5% of outstanding Ordinary Shares |
| ● | each of the Company’s executive officers and directors; and |
| ● | all of the Company’s directors and executive officers as a group. |
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Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.
As of October 13, 2026, there are 67,108,604 Ordinary Shares issued and outstanding. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them.
| Name of Beneficial Owner | Number of Ordinary Shares Owned | Percentage of Outstanding Ordinary Shares | ||||||
| Directors and Executive Officers | ||||||||
| Gary Seaton(1) | 17,804,459 | 26.53 | % | |||||
| Saw Khoon Ming | 0 | 0.00 | % | |||||
| Jiang Honglei | 0 | 0.00 | % | |||||
| Long (Leo) Yi | 0 | 0.00 | % | |||||
| Ho Yeung Lee | 0 | 0.00 | % | |||||
| Mok Sin Ting | 0 | 0.00 | % | |||||
| All directors and executive officers as a group (6 individuals) | 17,804,459 | 26.53 | % | |||||
| 5% or Greater Shareholders | ||||||||
| (1) | JSKS Enterprises Pty. Ltd. is the record holder of the shares reported herein. Mr. Gary Seaton, Co-Chief Executive Officer of the Company, is the 100% owner of JSKS Enterprises Pty. Ltd. and may be deemed the beneficial owner of the Ordinary Shares owned by JSKS Enterprises Pty. Ltd. Gary Seaton has voting power with respect to any securities held by JSKS Enterprises Pty. Ltd. with respect to the Ordinary Shares. |
Mr. Seaton’s percentage ownership decreased from 63.58% as reported in our annual report for the fiscal year ended June 30, 2025 to 26.53% as of the date of this Annual Report, primarily as a result of the issuance of an aggregate of 37,040,000 Ordinary Shares in the private placements completed in March, April and October 2026 described in “Item 4.A. History and Development of the Company.” Based solely on the Schedule 13G/A filed with the SEC on February 13, 2026, Arena Investors LP and its affiliates beneficially owned 1,750,000 Ordinary Shares. None of our major shareholders has voting rights different from those of other shareholders. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of the Company.
7.B. Related Party Transactions
Information pertaining to the Company’s related party transactions is set forth in Item 18.
7.C. Interests of Experts and Counsel
Not applicable.
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Item 8. Financial Information
8.A. Consolidated Statements and Other Financial Information
Financial Statements
See Item 18 of this Annual Report for financial statements and other financial information.
Legal Proceedings
From time to time, the Company may become involved in legal proceedings or be subject to claims that arise in the ordinary course of our business, the outcomes of which are subject to uncertainty. Any claims against us, whether meritorious or not, can be time-consuming, result in costly litigation, require significant management time and result in the diversion of significant operational resources. We are not currently a party to any legal proceedings, the outcome of which, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business or financial condition.
Dividend Policy
We have never paid or declared any cash dividends on our Ordinary Shares, and we do not anticipate paying any cash dividends in the foreseeable future.
8.B. Significant Changes
See “Item 4.A. History and Development of the Company — Recent Developments” above for a discussion of significant developments occurring after June 30, 2026.
Item 9. The Offer and Listing
9.A. Offer and Listing Details
Nasdaq Listing of Ordinary Shares and Warrants
The Ordinary Shares and Public Warrants are listed on The Nasdaq Capital Market under the symbols “COOT” and “COOTW,” respectively. Holders of Ordinary Shares and Public Warrants should obtain current market quotations for their securities. There can be no assurance that the Ordinary Shares and/or Public Warrants will remain listed on Nasdaq. If the Company fails to comply with the Nasdaq listing requirements, the Ordinary Shares and/or Public Warrants could be delisted from Nasdaq. A delisting of the Ordinary Shares or Public Warrants will likely affect the liquidity of the Ordinary Shares or Public Warrants and could inhibit or restrict the ability of the Company to raise additional financing.
As previously reported on Form 6-K, on August 28, 2024, the Company received a letter from the Listing Qualifications staff of Nasdaq notifying the Company that based on the closing bid price of the Company for the period for the prior 30 consecutive business days, the Company no longer meets Nasdaq Listing Rules 5550(a)(2) (the “Rules”) requirement that listed securities maintain a minimum bid price of $1 per share. Nasdaq provided the Company with 180 calendar days compliance period, or until February 24, 2025, in which to regain compliance with Nasdaq continued listing requirement. On January 3, 2025, Nasdaq sent a letter to the Company advising that Nasdaq has determined that for the prior 15 consecutive business days, from December 11, 2024 to January 2, 2025, the closing bid price of the Company’s Ordinary Shares has been at $1.00 per share or greater. Accordingly, the Company regained compliance with Listing Rule 5450(a)(1), and this matter was closed.
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As previously reported, on December 6, 2024, the Company received a notification letter (the “Letter”) from Nasdaq notifying the Company that its amount of shareholders’ equity has fallen below the $10,000,000 required minimum for continued listing as set forth in Nasdaq Listing Rule 5550(b)(1)(A). The Company’s shareholders’ equity as reported in the Company’s Annual Report on Form 10-K for the period ended June 30, 2024 was AUD $907,569. Based on the currency conversion rate from AUD to USD as of June 30, 2024, the shareholders’ equity was approximately $605,258. In accordance with Nasdaq rules and as stated in the Letter, the Company had until January 21, 2025 (45 calendar days from the date of the Letter) to submit a plan to regain compliance. On January 20, 2025, the Company submitted its plan of compliance which it supplemented on January 28, 2025. On February 18, 2025, based on the Company’s submission, the Nasdaq Staff determined to grant the Company an extension of time to regain compliance with Nasdaq Listing Rule 5550(b)(1)(A) to May 30, 2025.
As previously reported, on May 27, 2025, the Company received a written notice (the “Bid Price Notice”) from Nasdaq indicating that the Company is not in compliance with the $1.00 Minimum Bid Price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) for continued listing on Nasdaq. The Nasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price for the last 30 consecutive business days, the Company no longer meets this requirement. The Bid Price Notice indicated that the Company will be provided 180 calendar days to November 24, 2025 in which to regain compliance. If at any time during this period the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of ten consecutive business days, the Nasdaq Staff will provide the Company with a written confirmation of compliance and the matter will be closed.
In the event the Company does not regain compliance with Rule 5550(a)(2) prior to the expiration of the 180 calendar day period, the Nasdaq Staff will provide the Company with written notification that its securities are subject to delisting, which the Company may appeal to a Hearings Panel. Alternatively, if the Company fails to regain compliance with Rule 5550(a)(2) prior to the expiration of the 180 calendar day period, but meets the continued listing requirement for market value of publicly held shares and all of the other applicable standards for initial listing on The Nasdaq Capital Market, with the exception of the minimum bid price, and provides written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary, then the Company may be granted an additional 180 calendar days to regain compliance with Rule 5550(a)(2).
As previously reported, on May 27, 2025, the Company received written notice (the “Nasdaq Letter”) from Nasdaq indicating that the Company was delinquent in filing its Quarterly Report on Form 10-Q for the period ended March 31, 2025 (the “Form 10-Q”). The Company previously filed a Form 12b-25 with the Securities and Exchange Commission on May 14, 2025, disclosing that it was unable to file the Form 10-Q within the prescribed time period without unreasonable effort or expense. The Nasdaq Letter provided that under Nasdaq rules, the Company had 60 calendar days to submit a plan to regain compliance with respect to the Delinquent Filing. The Company filed its Quarterly Report on Form 10-Q for the period ended March 31, 2025 three days later on May 30, 2025, thereby regaining compliance with its filing obligation, which eliminated the need for the Company to submit a formal plan to regain compliance.
On July 30, 2025, the Company held an extraordinary general meeting of shareholders at which it was resolved, pursuant to Section 60 of the Companies Act (Revised) of the Cayman Islands and Article 62 of the Company’s articles of association, that the Company’s share capital be amended to effect a reverse share split of the Company’s Class A ordinary shares, par value $0.0001 per share, by a ratio in the range of 1 for 2 to 1 for 8, to be determined by the Board following the Extraordinary General Meeting. As of the date of this Annual Report, the Board has not implemented the reverse share split.
As previously disclosed on June 10, 2025, the Company had received notification from Nasdaq regarding its failure to regain compliance with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5450(b)(1)(A) (the “Equity Rule”). The Company requested a hearing before the Nasdaq Hearings Panel, which was held on July 22, 2025, at which the Company presented its plan to achieve compliance and requested an extension of time to do so. The Panel granted the Company an extension to regain compliance with the Equity Rule (which requires listed issuers to maintain minimum stockholders’ equity of $2.5 million) and to allow continued listing through September 30, 2025, subject to the Company’s compliance with the Equity Rule by that date. On August 22, 2025, Nasdaq granted the Company’s request for continued listing subject to demonstration of compliance with the Equity Rule as per the Company’s financial statements to be filed on or before September 30, 2025.
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On September 30, 2025, the Company reported that its shareholders’ equity was AUD $4,721,826 (approximately US$3,166,405) as of June 30, 2025, based on its unaudited balance sheet, which satisfied the $2.5 million minimum shareholders’ equity requirement under the Equity Rule, and the Company regained compliance with Nasdaq Listing Rule 5450(b)(1)(A). The Company’s audited consolidated financial statements for the fiscal year ended June 30, 2025 subsequently reported total equity of AUD $4,654,036 as of June 30, 2025. On October 2, 2025, the Company reported supplemental shareholders’ equity of AUD $4,946,009 (approximately US$3,264,366) as of August 31, 2025, which the Company amended on October 28, 2025 to include additional compliance narrative. The Company received notices dated October 29, 2025 from Nasdaq that it had regained compliance with the Minimum Bid Price Requirement, and that the Company’s application to transfer the listing of its securities to The Nasdaq Capital Market had been approved, effective October 31, 2025.
Subsequently, the Company received a notice dated January 6, 2026 from Nasdaq stating that, for the preceding 30 consecutive business days, the closing bid price of the Company’s ordinary shares had again been below the $1.00 minimum bid price required by Nasdaq Listing Rule 5550(a)(2), and the Company was originally given until July 6, 2026 to regain compliance. By notification dated July 13, 2026, Nasdaq granted the Company an additional 180 calendar days, extending the compliance deadline to January 4, 2027. If the Company does not regain compliance with the Minimum Bid Price Requirement by January 4, 2027, Nasdaq has informed the Company that it will provide written notification that the Company’s shares will be delisted. At that time, the Company may request a review of the delisting determination by a Nasdaq Hearings Panel. However, pursuant to Nasdaq Listing Rule 5815(a)(1)(B)(ii), a timely request for a hearing in connection with a failure to regain compliance during a second 180-day bid price compliance period does not stay the suspension of trading. The Company intends to actively monitor the closing bid price of its ordinary shares and is evaluating all available options to regain compliance with the Minimum Bid Price Requirement. As of the date of this Annual Report, the Company has not regained compliance with the Minimum Bid Price Requirement, and there can be no assurance that it will do so by January 4, 2027 or at all.
The Company’s consolidated financial statements included in this Annual Report reflect total deficit of AUD$6,335,275 as of June 30, 2026, comprising a deficit of AUD$13.31 million attributable to equity holders of the Company and non-controlling interests of AUD$6.97 million. The deficit attributable to equity holders of the Company arose principally because the PIPE Warrants were classified as derivative liabilities of approximately AUD$22.16 million under IFRS Accounting Standards. On August 26, 2026, the Board approved the cancellation of the PIPE Warrants, and all 18.8 million outstanding PIPE Warrants were subsequently surrendered and cancelled under the Warrant Cancellation Agreement entered into with each holder, which eliminated the related derivative liability. The Company believes that, on a pro forma basis giving effect to the cancellation, its shareholders’ equity would have exceeded the $2.5 million minimum required under the Equity Rule. There can be no assurance that Nasdaq will give effect to the cancellation in assessing the Company’s compliance with the Equity Rule. See “Item 3.D. Risk Factors” and “Item 4.A. History and Development of the Company — Recent Developments.”
9.B. Plan of Distribution
This Form 20-F is filed as an “Annual Report” and the information called for by this Item 9.B is not applicable.
9.C. Markets
The Ordinary Shares and Public Warrants are listed on The Nasdaq Capital Market under the symbols “COOT” and “COOTW,” respectively.
9.D. Selling Shareholders
Not applicable.
9.E. Dilution
Not applicable.
9.F. Expenses of the Issue
Not applicable.
Item 10. Additional Information
10.A. Share Capital
Not applicable.
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10.B. Memorandum and Articles of Association
The amended and restated memorandum and articles of association of the Company adopted by a special resolution dated March 21, 2024 and effective on March 21, 2024 (the “Amended and Restated Memorandum and Articles of Association”) are filed as Exhibit 1.1 to this Report. The description of the Amended and Restated Memorandum and Articles of Association is included in the proxy statement/prospectus forming part of the Company’s Registration Statement on Form F-4 (File No. 333-274552) (the “Proxy Statement/Prospectus”) under the heading “Description of Pubco Securities,” which information is incorporated herein by reference.
10.C. Material Contracts
Except as described below and elsewhere in this annual report on Form 20-F, we have not entered into any material contracts other than in the ordinary course of business.
Confidential Settlement and Release Agreements dated December 11, 2025 and December 22, 2025. See “Material Developments During Fiscal Year 2026” in Item 4.A for the principal terms.
Securities Purchase Agreement dated January 29, 2026. On January 29, 2026, the Company entered into a securities purchase agreement with certain accredited investors for a private placement of up to 2,000,000 units at a purchase price of US$1.00 per unit. Each unit consists of (i) one of the Company’s Class A ordinary shares, par value $0.0001 per share, and (ii) one warrant to purchase up to two Ordinary Shares. Each warrant has an exercise price of US$2.00 per share, is exercisable commencing on the date of issuance, and will expire five years from the date of issuance. The closing of the securities purchase agreement took place on March 6, 2026. On the closing date, the Company received aggregate gross proceeds of US$2.0 million from the purchasers, before deducting any offering expenses payable by the Company, and an aggregate total of 2,000,000 Ordinary Shares and 2,000,000 warrants were issued to the purchasers.
Securities Purchase Agreement dated March 25, 2026. On March 25, 2026, the Company entered into a Securities Purchase Agreement with certain accredited investors, non-US Persons, and other qualified purchasers for a private placement offering of 16,800,000 units at a purchase price of $0.50 per unit, with each unit consisting of (i) one class A ordinary share of the Company of a nominal or par value of US$0.0001 per share and (ii) one warrant, with each warrant to be exercisable to purchase up to two Ordinary Shares at an exercise price of $0.70 per share. The Securities Purchase Agreement contains customary representations and warranties and agreements of the Company and the purchasers and customary indemnification rights and obligations of the parties. The closing of the Securities Purchase Agreement took place on April 17, 2026. On the closing date, the Company received aggregate gross proceeds of US$8,400,000 from the purchasers, before deducting any offering expenses payable by the Company, and an aggregate total of 16,800,000 Ordinary Shares and 16,800,000 warrants were issued to the purchasers.
Under each of the securities purchase agreements described above, the Company agreed to file with the SEC a registration statement covering the resale of the registrable securities issued pursuant to such agreement. As of the date of this Annual Report, the Company has not filed such registration statements. On August 26, 2026, the Board approved the cancellation of the warrants issued under both agreements. See “Recent Developments” in Item 4.A.
Share Purchase Agreement dated April 24, 2026, as amended on June 29, 2026, for the acquisition of an approximately 51% interest in RentBuddyUK. See “Item 4.A. History and Development of the Company” for the principal terms. The Share Purchase Agreement also contains non-competition and non-solicitation undertakings of the Seller for a period of three years after the closing.
Share Purchase Agreement dated July 27, 2026 for the Disposal. See “Recent Developments” in Item 4.A for the principal terms.
Form of Warrant Cancellation, Waiver and Release Agreement. See “Recent Developments” in Item 4.A for the principal terms.
Securities Purchase Agreement for the private placement completed on October 12, 2026. See “Recent Developments” in Item 4.A for the principal terms.
10.D. Exchange Controls
There are no governmental laws, decrees, regulations or other legislation in the Cayman Islands that may affect the import or export of capital, including the availability of cash and cash equivalents for use by the Company, or that may affect the remittance of dividends, interest, or other payments by the Company to non-resident holders of Ordinary Shares.
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10.E. Taxation
Material U.S. Federal Income Tax Considerations
The following is a summary of certain United States federal income tax consequences of the ownership and disposition of our Ordinary Shares. This summary deals only with Ordinary Shares that are held as a capital asset by a U.S. Holder (as defined below) and, to the extent described below under “—Non-U.S. Holders,” by a non-U.S. Holder (as defined below).
A “U.S. Holder” means a beneficial owner of our Ordinary Shares that is, for United States federal income tax purposes, any of the following:
| ● | an individual citizen or resident of the United States; |
| ● | a corporation (or any other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
| ● | an estate the income of which is subject to United States federal income taxation regardless of its source; or |
| ● | a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person. |
A “non-U.S. Holder” means a beneficial owner of our Ordinary Shares (other than an entity or arrangement treated as a partnership for United States federal income tax purposes) that is not a U.S. Holder.
This summary is based upon provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions as of the date of this Annual Report. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income tax consequences different from those summarized below. This summary does not address all of the United States federal income tax consequences that may be relevant to you in light of your particular circumstances, nor does it address the Medicare tax on net investment income, United States federal estate and gift taxes or the effects of any state, local or non-United States tax laws. In addition, it does not represent a detailed description of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws (including if you are a financial institution, insurance company, regulated investment company, real estate investment trust, dealer or trader in securities that uses a mark-to-market method of tax accounting, tax-exempt organization, United States expatriate, person holding our Ordinary Shares as part of a straddle, hedging, conversion or other integrated transaction, U.S. Holder whose functional currency is not the U.S. dollar, person that owns or is deemed to own 10% or more of our shares by vote or value, or partnership or other pass-through entity for United States federal income tax purposes). We cannot assure you that a change in law will not alter significantly the tax considerations that we describe in this summary.
If a partnership (or other entity or arrangement treated as a partnership for United States federal income tax purposes) holds our Ordinary Shares, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. If you are a partnership or a partner of a partnership holding our Ordinary Shares, you should consult your tax advisors.
You should consult your own tax advisors concerning the particular United States federal income tax consequences to you of the ownership and disposition of our Ordinary Shares, as well as the consequences to you arising under other United States federal tax laws and the laws of any other taxing jurisdiction.
Dividends
Subject to the PFIC rules discussed below under “—Passive Foreign Investment Company Rules,” in the event that we make a distribution of cash or other property (other than certain pro rata distributions of our stock) in respect of our Ordinary Shares, the distribution generally will be treated as a dividend for United States federal income tax purposes to the extent it is paid from our current or accumulated earnings and profits, as determined under United States federal income tax principles. Any portion of a distribution that exceeds our current and accumulated earnings and profits generally will be treated first as a tax-free return of capital, causing a reduction in the adjusted tax basis of a U.S. Holder’s Ordinary Shares, and to the extent the amount of the distribution exceeds a U.S. Holder’s adjusted tax basis in our Ordinary Shares, the excess will be treated as gain from the disposition of our Ordinary Shares (the tax treatment of which is discussed below under “— Sale or Other Disposition of Ordinary Shares”). However, we cannot provide any assurance that we will maintain calculations of our earnings and profits in accordance with United States federal income tax principles. U.S. Holders should therefore assume that any distribution by us with respect to our Ordinary Shares may be reported as ordinary dividend income.
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Dividends paid by us will not be eligible for the dividends-received deduction allowed to corporations. Dividends paid by us generally will be taxable to a non-corporate U.S. Holder at the reduced rate normally applicable to long-term capital gains, provided that (i) our Ordinary Shares are readily tradable on an established securities market in the United States, (ii) certain holding period requirements are satisfied and (iii) we are not a PFIC for our taxable year during which the dividend is paid or the immediately preceding taxable year.
Sale or Other Disposition of Ordinary Shares
Subject to the PFIC rules discussed below under “—Passive Foreign Investment Company Rules,” a U.S. Holder generally will recognize gain or loss on any sale, exchange, redemption or other taxable disposition of our Ordinary Shares in an amount equal to the difference between (i) the amount realized on the disposition and (ii) such U.S. Holder’s adjusted tax basis in the Ordinary Shares. Any such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder’s holding period in such Ordinary Shares exceeds one year at the time of the disposition. Preferential tax rates may apply to long-term capital gains of non-corporate U.S. Holders (including individuals). The deductibility of capital losses is subject to limitations.
Passive Foreign Investment Company Rules
The U.S. federal income tax treatment of U.S. Holders could be materially different from that described above if we are treated as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes. In general, a non-U.S. corporation is a PFIC for U.S. federal income tax purposes for any taxable year in which (i) 50% or more of the average value of its assets (generally determined on the basis of a weighted quarterly average) consists of assets that produce, or are held for the production of, passive income, or (ii) 75% or more of its gross income consists of passive income. Passive income generally includes dividends, interest, royalties, rents, investment gains, net gains from the sales of property that does not give rise to any income and net gains from the sale of commodities (subject to certain exceptions, such as an exception for certain income derived in the active conduct of a trade or business). Cash and cash equivalents are generally treated as passive assets. The value of goodwill will generally be treated as an active or passive asset based on the nature of the income produced in the activity to which the goodwill is attributable. For purposes of the PFIC rules, a non-U.S. corporation that owns, directly or indirectly, at least 25% by value of the stock of another corporation is treated as if it held its proportionate share of the assets of the other corporation, and received directly its proportionate share of the income of the other corporation.
Based on the composition of our income and assets, and the valuation of our assets, including goodwill, we do not believe that we were a PFIC for our taxable year ended June 30, 2026. However, the Company’s PFIC status for any taxable year is a factual annual determination that can be made only after the end of that year and will depend on a number of factors, some of which are beyond our Company’s control, such as the composition of the Company’s income and assets and the value of its assets from time to time (including the value of its goodwill, which may be determined in large part by reference to the market price of the Ordinary Shares from time to time, which could be volatile). In addition, the risk of the Company being a PFIC for any taxable year will increase if its market capitalization declines substantially during that year. The above described look-through rule applicable to a corporation which we own directly or indirectly at least 25% by value of the stock may be complex to apply and certain data might not be readily available for us to make such determination. Furthermore, whether and to which extent the Company’s income and assets, including goodwill, will be characterized as active or passive will depend on various factors that are subject to uncertainty, including the Company’s future business plan and business activities and the application of laws that are subject to varying interpretation. In addition, following the Disposal, our business is conducted principally through RentBuddyUK and Magic Mission, each of which is at an early stage of operations. As of June 30, 2026, a significant portion of the assets of our continuing operations consisted of related party loans receivable and USDT, which may be treated as passive assets. Moreover, certain of the Company’s business activities generate passive income and, although the amount of such income is currently small, the Company’s risk of being a PFIC will increase if the proportion of the Company’s revenue earned from such business activities increases in future taxable years. Similarly, the Company’s risk of being a PFIC will increase if the proportion of the Company’s revenue earned from active business activities decreases in future taxable years. Accordingly, there can be no assurances that the Company will not be a PFIC for its current or any future taxable year. If our Company was currently or were to become a PFIC, U.S. Holders of Ordinary Shares would be subject to special rules and a variety of potentially adverse tax consequences under the Code.
Although PFIC status is generally determined annually, if we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder in its Ordinary Shares and the U.S. Holder did not make either a mark-to-market election or a qualified electing fund (“QEF”) election, which are referred to collectively as the “PFIC Elections” for purposes of this discussion, for the first taxable year in which we are treated as a PFIC, and in which the U.S. Holder held (or was deemed to hold) Ordinary Shares, or the U.S. Holder does not otherwise make a purging election, as described below, the U.S. Holder generally will be subject to special and adverse rules with respect to (i) any gain recognized by the U.S. Holder on the sale or other taxable disposition of its Ordinary Shares and (ii) any “excess distribution” made to the U.S. Holder (generally, any distributions to the U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by the U.S. Holder in respect of its Ordinary Shares during the three preceding taxable years of the U.S. Holder or, if shorter, the U.S. Holder’s holding period in its Ordinary Shares).
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Under these rules:
| ● | the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period in its Ordinary Shares; |
| ● | the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, and to any period in the U.S. Holder’s holding period before the first day of the first taxable year in which we are treated as a PFIC, will be taxed as ordinary income; |
| ● | the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in the U.S. Holder’s holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and |
| ● | an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder. |
PFIC Elections
If we are treated as a PFIC and Ordinary Shares constitute “marketable stock,” a U.S. Holder may avoid the adverse PFIC tax consequences discussed above if such U.S. Holder makes a mark-to-market election with respect to its Ordinary Shares for the first taxable year in which the U.S. Holder holds (or is deemed to hold) the Ordinary Shares and each subsequent taxable year. Such U.S. Holder generally will include for each of its taxable years as ordinary income the excess, if any, of the fair market value of its Ordinary Shares at the end of such year over its adjusted tax basis in its Ordinary Shares. The U.S. Holder also will recognize an ordinary loss in respect of the excess, if any, of its adjusted tax basis in its Ordinary Shares over the fair market value of its Ordinary Shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s adjusted tax basis in its Ordinary Shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its Ordinary Shares will be treated as ordinary income.
The mark-to-market election is available only for “marketable stock,” generally, stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including the Nasdaq (on which Ordinary Shares are currently listed), or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. As such, such election generally will not apply to any of our non-U.S. subsidiaries, unless the shares in such subsidiaries are themselves “marketable stock.” As such, U.S. Holders may continue to be subject to the adverse PFIC tax consequences discussed above with respect to any lower-tier PFICs, as discussed below, notwithstanding their mark-to-market election with respect to Ordinary Shares.
If made, a mark-to-market election would be effective for the taxable year for which the election was made and for all subsequent taxable years unless Ordinary Shares cease to qualify as “marketable stock” for purposes of the PFIC rules or the IRS consents to the revocation of the election. U.S. Holders should consult their tax advisors regarding the availability and tax consequences of a mark-to-market election with respect to Ordinary Shares in their particular circumstances.
The tax consequences that would apply if we were a PFIC and a U.S. Holder made a valid QEF election would also be different from the adverse PFIC tax consequences described above. In order to comply with the requirements of a QEF election, however, a U.S. Holder generally must receive a PFIC Annual Information Statement from us. If we are determined to be a PFIC for any taxable year, we do not currently intend to provide the information necessary for U.S. Holders to make or maintain a QEF election. As such, U.S. Holders should assume that a QEF election will not be available with respect to Ordinary Shares.
If we are treated as a PFIC and a U.S. Holder failed or was unable to timely make a PFIC Election for prior periods, the U.S. Holder might seek to make a purging election to rid its Ordinary Shares of the PFIC taint. Under the purging election, the U.S. Holder will be deemed to have sold its Ordinary Shares at their fair market value and any gain recognized on such deemed sale will be treated as an excess distribution, as described above. As a result of the purging election, the U.S. Holder will have a new adjusted tax basis and holding period in the Ordinary Shares solely for purposes of the PFIC rules.
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Related PFIC Rules
If we are treated as a PFIC and, at any time, have a non-U.S. subsidiary that is treated as a PFIC, a U.S. Holder generally would be deemed to own a proportionate amount of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if we receive a distribution from, or sell or otherwise dispose of all or part of our interest in, such lower-tier PFIC, or the U.S. Holder otherwise was deemed to have sold or otherwise disposed of an interest in such lower-tier PFIC. U.S. Holders should consult their tax advisors regarding the application of the lower-tier PFIC rules in their particular circumstances.
A U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year may have to file an IRS Form 8621 (whether or not a QEF election or a mark-to-market election is made) and to provide such other information as may be required by the U.S. Treasury Department. Failure to do so, if required, will extend the statute of limitations applicable to such U.S. Holder until such required information is furnished to the IRS and could result in penalties.
THE PFIC RULES ARE VERY COMPLEX AND U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF SUCH RULES IN THEIR PARTICULAR CIRCUMSTANCES.
Information with Respect to Foreign Financial Assets
In addition, certain U.S. Holders may be subject to certain reporting obligations with respect to Ordinary Shares if the aggregate value of “specified foreign financial assets” exceeds $50,000. If required, this disclosure is made by filing Form 8938 with the IRS. Significant penalties can apply if U.S. Holders are required to make this disclosure and fail to do so. In addition, a U.S. Holder should consider the possible obligation for online filing of a FinCEN Report 114-Foreign Bank and Financial Accounts Report as a result of holding Ordinary Shares. U.S. Holders are thus encouraged to consult their U.S. tax advisors with respect to these and other reporting requirements that may apply to their acquisition of Ordinary Shares.
Information Reporting and Backup Withholding
In general, information reporting requirements will apply to distributions made on our Ordinary Shares within the U.S. to a non-corporate U.S. Holder and to the proceeds from the sale, exchange, redemption or other disposition of Ordinary Shares by a non-corporate U.S. Holder to or through a U.S. office of a broker. Payments made (and sales or other dispositions effected at an office) outside the U.S. will be subject to information reporting in limited circumstances.
In addition, backup withholding of U.S. federal income tax may apply to such amounts if the U.S. Holder fails to provide an accurate taxpayer identification number (or otherwise establishes, in the manner provided by law, an exemption from backup withholding) or to report dividends required to be shown on the U.S. Holder’s U.S. federal income tax return. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.
U.S. Holders should consult their tax advisors regarding the information reporting requirements and the application of the backup withholding rules in their particular circumstances.
Non-U.S. Holders
Dividends paid to a non-U.S. Holder in respect of our Ordinary Shares generally will not be subject to United States federal income tax unless such dividends are effectively connected with the conduct of a trade or business by the non-U.S. Holder within the United States (and, if required by an applicable income tax treaty, are attributable to a United States permanent establishment).
In addition, any gain realized by a non-U.S. Holder on the sale or other disposition of our Ordinary Shares generally will not be subject to United States federal income tax unless (i) the gain is effectively connected with a trade or business of the non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment of the non-U.S. Holder) or (ii) the non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met.
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Effectively connected dividends and gains generally will be subject to United States federal income tax on a net income basis in the same manner as if the non-U.S. Holder were a United States person as defined under the Code and, in the case of a non-U.S. Holder that is a foreign corporation, may also be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. An individual non-U.S. Holder described in clause (ii) above will be subject to a 30% (or such lower rate as may be specified by an applicable income tax treaty) tax on the gain derived from the sale or other disposition, which gain may be offset by United States source capital losses.
Information reporting and, depending on the circumstances, backup withholding may apply to dividends paid on, and the proceeds of a sale or other disposition of, our Ordinary Shares within the United States or conducted through certain United States-related financial intermediaries, unless the non-U.S. Holder certifies under penalty of perjury that it is a non-U.S. Holder (generally on an applicable IRS Form W-8) or otherwise establishes an exemption.
THIS DISCUSSION IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE, AND LOCAL AND NON-U.S. INCOME AND NON-INCOME TAX CONSEQUENCES OF THE ACQUISITION, OWNERSHIP, AND DISPOSITION OF ORDINARY SHARES, INCLUDING THE IMPACT OF ANY POTENTIAL CHANGE IN LAW, IN THEIR PARTICULAR CIRCUMSTANCES.
Cayman Islands Tax Considerations
The following is a discussion on certain Cayman Islands income tax consequences of an investment in the Ordinary Shares. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law. Investors should consult their professional advisers on the possible tax consequences of buying, holding or selling any shares under the laws of their country of citizenship, residence or domicile.
Under Existing Cayman Islands Laws
Payments of dividends and capital in respect of our Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of Ordinary Shares, nor will gains derived from the disposal of the Ordinary Shares be subject to Cayman Islands income or corporation tax. The Cayman Islands currently have no income, corporation or capital gains tax and no estate duty, inheritance tax or gift tax.
No stamp duty is payable in respect of the issue of our Ordinary Shares or on an instrument of transfer in respect of our Ordinary Shares. The Company has been incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, has obtained an undertaking from the Governor in Cabinet of the Cayman Islands in the following form:
The Tax Concessions Act (As Revised)
Undertaking as to Tax Concessions
In accordance with the Tax Concessions Act (As Revised), the following undertaking is hereby given to the Company:
(a) that no law which is hereafter enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to its operations; and
(b) in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable:
| (i) | on or in respect of the shares, debentures or other obligations of our Company; or |
| (ii) | by way of the withholding in whole or part, of any relevant payment as defined in Tax Concessions Act (As Revised). |
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The Cayman Islands currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to the Company levied by the Government of the Cayman Islands save certain stamp duties which may be applicable, from time to time, on certain instruments executed in or brought within the jurisdiction of the Cayman Islands.
The Cayman Islands enacted the International Tax Co-operation (Economic Substance) Act (As Revised) together with the Guidance Notes published by the Cayman Islands Tax Information Authority from time to time. The Company is required to comply with the economic substance requirements from July 1, 2019 and make an annual report in the Cayman Islands as to whether or not it is carrying on any relevant activities and if it is, it must satisfy an economic substance test.
10.F. Dividends and Paying Agents
Not applicable.
10.G. Statements by Experts
Not applicable.
10.H. Documents on Display
We are subject to certain of the informational filing requirements of the Exchange Act. Since we are a “foreign private issuer,” we are exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and our principal shareholders are exempt from the reporting provisions and our officers, directors and principal shareholders are exempt from the “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchase and sale of our shares. In addition, we are not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. We may, but are not required, to furnish to the SEC, on Form 6-K, unaudited financial information after each of our first three fiscal quarters. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that we file with or furnish electronically with the SEC.
10.I. Subsidiary Information
Not applicable.
10.J. Annual Report to Security Holders
Not applicable.
Item 11. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk, including changes to interest rates and foreign currency exchange rates.
Interest Rate Sensitivity
We had cash and cash equivalents from continuing operations of AUD$147,581 as of June 30, 2026, compared to cash and cash equivalents of AUD$0 as of June 30, 2025, as historical cash and cash equivalents of AUD$2,309,303 were associated with the legacy agricultural operations reclassified to discontinued operations. Cash and cash equivalents include cash on hand and investments with original maturities of three months or less, are stated at cost, and approximate fair value. Our investment policy and strategy are focused on preservation of capital, supporting our liquidity requirements, and delivering competitive returns subject to prevailing market conditions. We were not exposed to material risks due to changes in market interest rates given the liquidity of the cash and investments with original maturity of three months.
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As of June 30, 2026, the Group’s interest rate risk exposure was primarily associated with variable-rate bank borrowing facilities with the Commonwealth Bank of Australia totaling AUD$6,940,917. These borrowings, which were subject to floating interest rates, were classified as liabilities held for sale as of June 30, 2026. Outside of the disposal group, our continuing operations had no interest-bearing bank debt as of June 30, 2026. Subsequent to year-end, on July 27, 2026, the Group completed the divestiture of the legacy oilseeds business, pursuant to which the purchaser contractually assumed all of the AUD$6,940,917 in bank borrowings and the Company was formally and unconditionally released from all associated parent guarantees and debt covenants. As a result of this completed disposal, the Group is no longer exposed to interest rate fluctuations or debt service obligations arising from these historical bank facilities, and we do not consider interest rate risk on borrowings to be material to our continuing operations going forward.
Foreign Currency Risk
RentBuddyUK conducts its operations in British Pounds (“GBP”), and Magic Mission and Vellexa conduct their operations in U.S. Dollars (“USD”). The Company’s reporting currency is Australian Dollars (“AUD”). As a result, our Group is exposed to foreign exchange risk as the overseas subsidiaries’ results of operations and financial positions are translated into AUD upon consolidation. If foreign currencies depreciate against the AUD, the reported value of the subsidiaries’ assets and earnings will decline. We do not use derivative currency contracts to hedge against foreign currency fluctuations. Because a significant portion of our continuing liquid assets, primarily comprising our USDT holdings of US$2,206,594 (AUD$3,212,394) and the USDT-denominated loan receivable from Ms. Hailing Fan of US$4,590,000 (AUD$6,529,191), is denominated in U.S. dollars, material fluctuations in the exchange rate between the AUD and USD could impact our reported net assets and operating results. Subsequent to year-end, the loan receivable was fully collected in USDT prior to the issuance of this report; however, because the collection proceeds are held in USDT, we remain exposed to USD/AUD exchange rate risk on those holdings. In addition, our USDT holdings are subject to stablecoin peg and digital asset market risks, as discussed below.
Credit Risk
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade receivables and amounts due from related parties.
The Company’s cash and cash equivalents are generally held with large financial institutions. Although the Company’s deposits may exceed applicable deposit insurance limits, the financial institutions that the Company uses have high investment-grade credit ratings and, as a result, the Company believes that, as of June 30, 2026, its risk relating to deposits exceeding applicable deposit insurance limits was not significant. In addition, the Company holds USDT, which is not covered by deposit insurance and is subject to credit and counterparty risks associated with the issuer and custodial arrangements, including the risk that the issuer may be unable to fulfill its redemption obligations.
The Company has no significant off-balance sheet risk such as foreign exchange contracts, options contracts, or other hedging arrangements.
The Company believes its credit policies are prudent and reflect normal industry terms and business risk. The Company generally does not require collateral from its customers and generally requires payment from zero to 90 days from the invoice date with typical terms of 30 days. As of June 30, 2026, our credit exposure from continuing operations was concentrated in a trade receivable of AUD$873,490 due from a single enterprise customer (Hong Kong Xinkai Gravel Co., Limited), representing 100.0% of our continuing trade receivables (compared to three customers accounting for 50.5% of trade receivables as of June 30, 2025), and an unsecured loan receivable of AUD$6,529,191 due to RentBuddyUK from Ms. Hailing Fan. Crucially, this loan receivable has been fully collected in USDT subsequent to June 30, 2026 and prior to the issuance of this report, thereby fully mitigating default risk. See “Item 5. Operating and Financial Review and Prospects — Liquidity and Capital Resources” and “Item 7.B. Related Party Transactions.”
Digital Asset Risk
As of June 30, 2026, we held USDT, a U.S. dollar-denominated stablecoin, with a carrying value of AUD$3,212,394. We measure our USDT holdings at fair value under the revaluation method in IAS 38, whereby fair value increases are recognized in other comprehensive income (OCI) unless reversing a previous loss recognized in profit or loss, and fair value decreases are recognized in profit or loss. Although USDT is designed to maintain a value of US$1.00, its value depends on its issuer maintaining adequate reserves, and it has in the past traded below US$1.00. A decline in the value of USDT, or a loss of access to our USDT holdings, would adversely affect our results of operations and liquidity. In addition, because our functional currency is the Australian dollar, changes in the exchange rate between the Australian dollar and the U.S. dollar affect the Australian dollar value of our USDT holdings. See “Item 3.D. Risk Factors.”
Share-price Risk
The Company is exposed to share-price risk arising from its outstanding warrants (and convertible notes, if applicable). These financial instruments are measured at fair value, which fluctuates based on the market price of the Company’s ordinary shares. A decline in the Company’s share price would result in a corresponding decrease in the fair value of these liabilities, which would have a favorable impact on the Company’s net income. Conversely, an increase in the share price would result in an increase in the fair value of the liabilities and a corresponding decrease in net income. The Company does not currently hedge its share-price risk.
Item 12. Description of Securities Other Than Equity Securities
Not applicable.
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PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
There has been no material default in the payment of principal, interest or a sinking or purchase fund installment, and no other material default not cured within 30 days, relating to indebtedness of the Company or any of its significant subsidiaries during the fiscal year ended June 30, 2026 or as of the date of this Annual Report.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
| A. | From the beginning of the Fiscal Year covered by this Annual Report up to the Report Date neither the Company nor anyone else has modified materially the instruments defining the rights of holders of any class of the Company’s securities. |
| B. | From the beginning of the Fiscal Year covered by this Annual Report up to the Report Date neither the Company nor anyone else has modified materially or qualified the rights evidenced by any class of the Company’s securities by issuing or modifying any other class of securities. |
| C. | From the beginning of the Fiscal Year covered by this Annual Report up to the Report Date neither the Company nor anyone else has withdrawn or substituted a material amount of the assets securing any class of the Company’s securities. |
| D. | From the beginning of the Fiscal Year covered by this Annual Report up to the Report Date there have been no changes to the trustees or paying agents for any class of the Company’s securities. |
| E. | Use of Proceeds. Not applicable. |
Item 15. Controls and Procedures
| A. | DISCLOSURE CONTROLS AND PROCEDURES. |
As required under applicable United States securities regulatory requirements, we have carried out an evaluation of the effectiveness of the design and operation of our Company’s disclosure controls and procedures during the fiscal year ended June 30, 2026, to prevent a material weakness. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the period specified in SEC rules and forms. Disclosure controls and procedures include, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Co-Chief Executive Officers and Chief Financial Officer, to allow timely decisions regarding required disclosure.
The Company carried out an evaluation under the supervision and with the participation of its management, including its Co-Chief Executive Officers and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on this evaluation, the Co-Chief Executive Officers and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2026. No auditor’s opinion was required on the effectiveness of internal controls.
| B. | MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING. |
Our management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed under the supervision of our principal executive officers and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards).
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2026, based on the criteria established in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management concluded that our internal control over financial reporting was effective as of June 30, 2026.
In accordance with guidance issued by the SEC Staff, management has excluded RENTBUDDYUK LIMITED (“RentBuddyUK”) from its assessment of internal control over financial reporting as of June 30, 2026, because RentBuddyUK was acquired in a business combination on June 29, 2026 (one business day prior to the end of our fiscal year). RentBuddyUK represented approximately 29.2% of our consolidated total assets (including acquired technology and goodwill) as of June 30, 2026, and no consolidated revenues for the year then ended.
Based on the assessment (excluding RentBuddyUK), management determined that we maintained effective internal control over financial reporting during the fiscal year ended June 30, 2026, based on those criteria.
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| C. | ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM. |
Not applicable.
| D. | CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING. |
Except for the acquisition of RentBuddyUK and the reclassification of the legacy oilseeds processing operations as discontinued operations, there were no changes in our internal control over financial reporting during the fiscal year ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 16. [Reserved]
Item 16A. Audit committee financial expert
Our Audit Committee consists of Mr. Long (Leo) Yi, as Chair, Mr. Ho Yeung Lee and Ms. Mok Sin Ting. Our board of directors has determined that Mr. Yi qualifies as an “audit committee financial expert,” as such term is defined in Item 16A of Form 20-F, and meets the applicable independence requirements of the SEC and the Nasdaq listing standard. Our board of directors has adopted a written charter for the Audit Committee, which is available on our corporate website. Our website is not part of this Annual Report.
Item 16B. Code of Ethics
We have adopted a Code of Ethics applicable to all of our directors, officers and employees, including our principal executive officer, principal financial officer and accounting officers, and all persons performing similar functions. A copy of our Code of Ethics is incorporated by reference as Exhibit 11.1 to this Annual Report. We did not amend our Code of Ethics or grant any waiver, including any implicit waiver, from a provision of our Code of Ethics during the fiscal year ended June 30, 2026.
Item 16C. Principal Accountant Fees and Services
The following table sets forth by category of service the total fees in AUD$ for services performed in 2026 and 2025. All services and fees were pre-approved by the Audit Committee Chair:
| FY 2026 | FY 2025 | |||||||
| Audit fee by Assentsure PAC | 235,814 | - | ||||||
| Audit fee by BDO | 15,000 | 245,000 | ||||||
| Audit related fee | - | 31,000 | ||||||
| Quarterly review fee | 58,954 | 120,000 | ||||||
| Total | 309,768 | 396,000 | ||||||
Audit fee by Assentsure PAC is USD$160,000; Quarterly review fee is USD$40,000
Item 16D. Exemption from the Listing Standards for Audit Committees
Not applicable.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Not applicable.
Item 16F. Change in Registrant’s Certifying Accountant
On March 25, 2026, the audit committee of the board of directors of the Company approved the appointment of Assentsure PAC (“Assentsure”) as the Company’s independent registered public accounting firm, effective as of that date, replacing BDO Audit Pty Ltd (“BDO”), the Company’s former independent registered public accounting firm, whose resignation the Company accepted on March 11, 2026.
The reports of BDO regarding the Company’s financial statements for the fiscal years ended June 30, 2025 and 2024 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the report for the fiscal year ended June 30, 2025 contained an explanatory paragraph related to the Company’s ability to continue as a going concern.
The change was not the result of any disagreement between the Company and BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. During the fiscal years ended June 30, 2025 and 2024 and the subsequent interim period through March 11, 2026, there were no such disagreements and no “reportable events” as described in Item 16F(a)(1)(v) of Form 20-F.
The Company has provided BDO with a copy of the disclosures set forth in this Item 16F and has requested that BDO furnish a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements. A copy of BDO’s letter is filed as Exhibit 15.1 to this Annual Report.
During the fiscal years ended June 30, 2025 and 2024 and the subsequent interim period prior to its engagement, neither the Company nor anyone on its behalf consulted Assentsure regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by Assentsure that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was the subject of a disagreement or reportable event as described in Item 16F(a)(1)(iv) or (v) of Form 20-F.
52
Item 16G. Corporate Governance
Controlled Company
Following the completion of our private placement in April 2026, we ceased to be a “controlled company” within the meaning of the Nasdaq listing rules. See “Item 6.C. Board Practices.”
Home Country Practice
As a foreign private issuer, we are permitted to follow certain home country corporate governance practices in lieu of the requirements of the Nasdaq listing rules.
Shareholder approval of certain issuances of securities. Nasdaq Listing Rule 5635 requires shareholder approval prior to certain issuances of securities, including (i) issuances in connection with the acquisition of the stock or assets of another company, (ii) the establishment or material amendment of equity compensation plans or arrangements, (iii) issuances that will result in a change of control and (iv) issuances, other than in public offerings, of 20% or more of the outstanding shares or voting power at a price less than the “Minimum Price” (as defined in Rule 5635(d)). The Companies Act (Revised) of the Cayman Islands and our Amended and Restated Memorandum and Articles of Association do not require shareholder approval for such issuances. The board of directors of the Company has elected to follow the Company’s home country rules as to such issuances and will not be required to seek shareholder approval prior to entering into such transactions.
Annual general meetings. Nasdaq Listing Rule 5620(a) requires each listed company to hold an annual meeting of shareholders no later than one year after the end of its fiscal year. Neither the Companies Act (Revised) of the Cayman Islands nor our Amended and Restated Memorandum and Articles of Association requires us to hold annual general meetings. We follow our home country practice and did not hold an annual general meeting in the year ended June 30, 2025. We may hold annual general meetings in the future if our board of directors considers it appropriate.
We may in the future elect to follow home country practices with regard to other matters. As a result, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq corporate governance requirements applicable to U.S. domestic issuers. See “Item 3.D. Risk Factors.”
Item 16H. Mine Safety Disclosure
Not applicable.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
Item 16J. Insider trading policies
We have
Item 16K. Cyber security
Australian Oilseeds manages cyber security and data protection through a continuously evolving framework, as described in further detail below. The framework allows us to identify, assess and mitigate the risks we face, and assists us in establishing policies and safeguards to protect our systems and the information of those we serve. We employ an array of data security technologies, processes, and methods across our infrastructure to protect systems and sensitive information from unauthorized access.
The Company’s framework includes an incident management and response program that continuously monitors the Company’s information systems for vulnerabilities, threats and incidents; manages and takes action to contain incidents that occur; remediates vulnerabilities; and communicates the details of threats and incidents to management. Pursuant to the Company’s incident response plan, any incidents are to be reported by the management team to the Audit Committee, appropriate government agencies and other authorities, as deemed necessary or appropriate, considering the actual or potential impact, significance and scope. The Company is not aware of any previous cybersecurity incidents or threats that are reasonably likely to materially affect its business strategy, results of operations, or financial condition.
Our cyber security program focuses on all areas of our business, including cloud-based environments, devices used by employees and contractors, facilities, networks, applications, vendors, disaster recovery / business continuity and controls and safeguards enabled through business processes and tools. We continuously monitor for threats and unauthorized access. We also provide various training programs and tools to employees so they can avoid risky practices and help us promptly identify potential or actual issues and have incident response procedures, service tools to log incidents and issues for investigation, and to follow up on matters already reported.
53
PART III
Item 17. Financial Statements
We have elected to provide financial statements pursuant to Item 18.
Item 18. Financial Statements
The consolidated financial statements and related notes required by this item are contained on pages F-1 through F-46.
54
Item 19. Exhibits
Exhibit Index
55
| * | Filed herewith. |
| ** | Furnished herewith. |
| † | Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule of exhibit to the SEC upon request. |
| + | Management or compensatory agreement or arrangement. |
| # | Pursuant to Instruction 4(a) of the Instructions as to Exhibits of Form 20-F, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. |
56
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
Date: November 3, 2026
| Australian Oilseeds Holdings Limited | ||
| By: | /s/ Gary Seaton | |
| Name: | Gary Seaton | |
| Title: | Co-Chief Executive Officer | |
| By: | /s/ Jiang Honglei | |
| Name: | Jiang Honglei | |
| Title: | Chief Financial Officer |
57
Item 18. Financial Statements and Supplementary Data
AUSTRALIAN OILSEEDS HOLDINGS LTD.
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2026 AND 2025
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the board of directors of Australian Oilseeds Holdings Ltd
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Australian Oilseeds Holdings Ltd and its subsidiaries (the “Company”) as of June 30, 2026, the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity, and cash flows, for the year ended June 30, 2026, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial positions of the Company as of June 30, 2026, and the consolidated results of its operations and its cash flows for the year ended June 30, 2026, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Material Uncertainty Related to Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 (b) to the consolidated financial statements, the Company had a net loss from continuing operations of AUD$10,687,852, cash outflow of AUD$2,764,051 from operating activities, and negative working capital of AUD$18,038,716 for the year ended June 30, 2026. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2 (b). The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
| /s/ | |
| We have served as the Company’s auditor since 2026. | |
| November 3, 2026 | |
| PCAOB ID Number | |
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 | Tel: +61 7 3237 5999 Fax: +61 7 3221 9227 | Level 10, 12 Creek Street Brisbane QLD 4000 GPO Box 457 Brisbane QLD 4001 Australia |
Shareholders and Board of Directors Australian Oilseeds Holdings Ltd Brisbane, Australia
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statement of financial position of Australian Oilseeds Holdings Ltd and its subsidiaries (the Company) as of June 30, 2025, the related consolidated statement of profit or loss and other comprehensive income (loss), consolidated statement of changes of equity, and consolidated statement of cash flows for each of the two years in period ended June 30, 2025 and the related notes (collectively referred to as the ‘consolidated financial statements’). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2025 and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2025, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board (‘IFRS Accounting Standards’).
Substantial doubt about the Company’s ability to continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 (b) to the consolidated financial statements, the Company has suffered recurring losses from operations, has a net working capital deficiency and is reliant on funding from its financiers and related parties that raise substantial doubt about its ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 2 (b). The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (‘PCAOB’) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms.
F-3
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
BDO Audit Pty Ltd
Brisbane, 23 October 2025
We served as the Company’s auditor from 2024 to 2025.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms.
F-4
AUSTRALIAN OILSEEDS HOLDINGS LTD.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2026 AND 30 JUNE 2025 AND JUNE 30 2024
| Note | 2026 | 2025 | 2024 | |||||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||||||
| ASSETS | ||||||||||||||||
| CURRENT ASSETS | ||||||||||||||||
| Cash and cash equivalents | 6 | |||||||||||||||
| Trade and other receivables | 7 | |||||||||||||||
| Related party loans receivable | 25 | (c) | ||||||||||||||
| Inventories | 8 | |||||||||||||||
| Other current assets | 11 | (a) | ||||||||||||||
| Current assets held for sale | 4 | (c) | ||||||||||||||
| TOTAL CURRENT ASSETS | ||||||||||||||||
| NON-CURRENT ASSETS | ||||||||||||||||
| Property, plant and equipment | 9 | |||||||||||||||
| Right of use assets-operating lease | 16 | |||||||||||||||
| Other assets | 11 | (b) | ||||||||||||||
| Deferred tax assets, net | 22 | |||||||||||||||
| Intangible assets, net | 10 | |||||||||||||||
| TOTAL NON-CURRENT ASSETS | ||||||||||||||||
| TOTAL ASSETS | ||||||||||||||||
| LIABILITIES | ||||||||||||||||
| CURRENT LIABILITIES | ||||||||||||||||
| Trade and other payables | 12 | |||||||||||||||
| Borrowings | 13 | (a) | ||||||||||||||
| Operating lease liabilities - current | 16 | |||||||||||||||
| Taxes payable | 12 | |||||||||||||||
| Related party loans | 25 | (c) | ||||||||||||||
| Convertible note, net of discount | 13 | (b) | ||||||||||||||
| Warrant liabilities | 15 | |||||||||||||||
| Promissory note – related party, current | ||||||||||||||||
| Employee benefits | 12 | |||||||||||||||
| Current liabilities held for sale | 4 | (c) | ||||||||||||||
| TOTAL CURRENT LIABILITIES | ||||||||||||||||
| NON-CURRENT LIABILITIES | ||||||||||||||||
| Borrowings | 13 | (a) | ||||||||||||||
| Promissory note - related party, non-current | ||||||||||||||||
| Operating lease liabilities - non-current | 16 | |||||||||||||||
| Related party loans | 25 | (c) | ||||||||||||||
| Deferred tax liabilities | 22 | (c) | ||||||||||||||
| TOTAL NON-CURRENT LIABILITIES | ||||||||||||||||
| TOTAL LIABILITIES | ||||||||||||||||
| NET ASSETS | ( | ) | ||||||||||||||
| EQUITY | ||||||||||||||||
| Share capital | 14 | |||||||||||||||
| Share premium | 14 | |||||||||||||||
| Foreign currency translation reserve | ( | ) | ||||||||||||||
| Accumulated losses | ( | ) | ( | ) | ( | ) | ||||||||||
| Total (deficit) equity attributable to equity holders of the Company | ( | ) | ( | ) | ||||||||||||
| Non-controlling interests | ||||||||||||||||
| TOTAL EQUITY | ( | ) | ||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
AUSTRALIAN OILSEEDS HOLDINGS LTD.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
(LOSS)
FOR THE YEARS ENDED 30 JUNE 2026 AND 30 JUNE 2025 AND 30
JUNE 2024
| Note | 2026 | 2025 | 2024 | |||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||||
| Continued operations: | ||||||||||||||
| Sales revenue | 17 | |||||||||||||
| Cost of sales | 18 | ( | ) | |||||||||||
| Gross Profit | ||||||||||||||
| General and administrative expenses | 19 | ( | ) | ( | ) | ( | ) | |||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ||||||||
| Finance expenses | 21 | ( | ) | ( | ) | ( | ) | |||||||
| Loss on settlement of legacy costs | ( | ) | ||||||||||||
| Change in fair value of warrant liabilities | ||||||||||||||
| Gain on extinguishment of warrant liabilities | ||||||||||||||
| Recapitalization expense | 28 | ( | ) | |||||||||||
| Loss on initial recognition of warrant liabilities | ( | ) | ||||||||||||
| Loss before income tax | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax benefit | 22 | |||||||||||||
| Loss for the year from continuing operations | ( | ) | ( | ) | ( | ) | ||||||||
| Discontinued operations: | ||||||||||||||
| Net (loss) income from discontinued operations, net of tax | ( | ) | ( | ) | ||||||||||
| (Loss) income for the year from discontinued operations | ( | ) | ( | ) | ||||||||||
| Loss for the year | ( | ) | ( | ) | ( | ) | ||||||||
| Other comprehensive income/(loss) for the year, net of tax | ( | ) | ||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||||
| Loss attributable to: | ||||||||||||||
| Members of the parent entity | ( | ) | ( | ) | ( | ) | ||||||||
| Non-controlling interest | ( | ) | ( | ) | ||||||||||
| Total Loss | ( | ) | ( | ) | ( | ) | ||||||||
| Total comprehensive loss attributable to: | ||||||||||||||
| Members of the parent entity | ( | ) | ( | ) | ( | ) | ||||||||
| Non-controlling interest | ( | ) | ( | ) | ||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||||
| (Loss) Earnings per share attributable to the ordinary equity holders of the parent | ||||||||||||||
| Basic (loss) per share (AUD) - continuing operations | 23 | ( | ) | ( | ) | ( | ) | |||||||
| Basic (loss) earnings per share (AUD) - discontinued operations | 23 | ( | ) | |||||||||||
| Total basic (loss) per share (AUD) | 23 | ( | ) | ( | ) | ( | ) | |||||||
| Diluted (loss) per share (AUD) - continuing operations | 23 | ( | ) | ( | ) | ( | ) | |||||||
| Diluted (loss) earnings per share (AUD) - discontinued operations | 23 | ( | ) | |||||||||||
| Total diluted (loss) per share (AUD) | 23 | ( | ) | ( | ) | ( | ) | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
AUSTRALIAN OILSEEDS HOLDINGS LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE YEARS ENDED 30 JUNE 2026 AND 30 JUNE 2025 AND 30 JUNE 2024
| Foreign | ||||||||||||||||||||||||||
| Non- | currency | |||||||||||||||||||||||||
| Share | Share | Retained | controlling | translation | ||||||||||||||||||||||
| Note | Capital | Premium | Earnings | Interests | reserve | Total | ||||||||||||||||||||
| AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | |||||||||||||||||||||
| BALANCE, June 30, 2023 | ||||||||||||||||||||||||||
| Issuance of shares to SPAC shareholders | 14 | |||||||||||||||||||||||||
| Issuance of shares to SPAC founders | 14 | ( | ) | ( | ) | |||||||||||||||||||||
| Issuance of shares in exchange for advisory services | 14 | ( | ) | |||||||||||||||||||||||
| Conversion of convertible notes | 14 | |||||||||||||||||||||||||
| Conversion of rights | 14 | ( | ) | |||||||||||||||||||||||
| Recapitalizations costs | 14 | |||||||||||||||||||||||||
| Costs attributable to the issuance of shares in connection with the business combination | 14 | ( | ) | ( | ) | |||||||||||||||||||||
| Issuance of convertible note – equity component | 14 | |||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||||
| BALANCE, June 30, 2024 | ( | ) | ||||||||||||||||||||||||
| Conversion of related party loan | ||||||||||||||||||||||||||
| Conversion of convertible note | ||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Reclass | ||||||||||||||||||||||||||
| Unrealised loss on translation | ( | ) | ( | ) | ||||||||||||||||||||||
| BALANCE, June 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||
| Conversion of convertible note | ||||||||||||||||||||||||||
| Issuance of commitment fee shares-Arena | ||||||||||||||||||||||||||
| Issuance of shares to PIPE shareholders | ||||||||||||||||||||||||||
| Non-controlling interest on acquisition of subsidiary | ||||||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Unrealised gain on translation | ||||||||||||||||||||||||||
| BALANCE, June 30, 2026 | ( | ) | ( | ) | ||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-7
AUSTRALIAN OILSEEDS HOLDINGS LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED 30 JUNE 2026 AND 30 JUNE 2025 AND 30 JUNE 2024
| Note | 2026 | 2025 | 2024 | |||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||||
| Receipts from customers | ||||||||||||||
| Receipts from interest income | ||||||||||||||
| Payments to suppliers and employees | ( | ) | ||||||||||||
| Net cash (used in) provided by operating activities from continuing operations | ( | ) | ||||||||||||
| Net cash provided by (used in) operating activities from discontinued operations | ( | ) | ( | ) | ||||||||||
| Net cash provided by (used in) operating activities | 24 | ( | ) | ( | ) | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||||
| Net cash used in investing activities from continuing operations | ||||||||||||||
| Net cash used in investing activities from discontinued operations | ( | ) | ( | ) | ( | ) | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||||
| Proceeds from issuance of shares and warrants | ||||||||||||||
| Proceeds from capital contributed | ||||||||||||||
| Payment of capital raising cost | ( | ) | ||||||||||||
| Proceeds from convertible notes | ||||||||||||||
| Payment of convertible notes issued cost | ( | ) | ||||||||||||
| Net cash provided by financing activities from continuing operations | ||||||||||||||
| Net cash provided by financing activities from discontinued operations | ||||||||||||||
| Net cash provided by financing activities | ||||||||||||||
| Net (decrease)/increase in cash and cash equivalents held | ( | ) | ||||||||||||
| Cash and cash equivalents at beginning of the year | ||||||||||||||
| Cash and cash equivalents at end of financial year | 6 | |||||||||||||
| Less: Cash and cash equivalents from discontinued operations | ( | ) | ( | ) | ( | ) | ||||||||
| Cash and cash equivalents from continuing operations, end of year | ||||||||||||||
| Cash paid for interest – discontinued operations | ||||||||||||||
| Cash paid for (refund of) income taxes – discontinued operations | ( | ) | ( | ) | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-8
AUSTRALIAN OILSEEDS HOLDINGS LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 1. | Operations and Organization |
Australian Oilseeds Holdings Limited (“Australian Oilseeds” or the “Company”) is a Cayman Islands exempted company listed on the Nasdaq Capital Market.
These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) (collectively “IFRS Accounting Standards”). The material accounting policies adopted in the preparation of these consolidated financial statements are set out in Note 2. These policies have been consistently applied to all the years presented, unless otherwise stated.
The consolidated financial statements are presented in Australian Dollars (“AUD”), which is also the Company’s functional currency. Amounts are rounded to the nearest dollar, unless otherwise stated.
The preparation of consolidated financial statements in compliance with adopted IFRS Accounting Standards requires the use of certain critical accounting estimates. It also requires Company management to exercise judgment in applying the Company’s accounting policies. The areas where significant judgments and estimates have been made in preparing the consolidated financial statements and their effects are disclosed in Note 3.
Historically, the Company, directly and indirectly through its wholly owned subsidiary, Australian Oilseeds Investments Pty Ltd. (“AOI”) and AOI’s controlled entities, were engaged in the manufacture and sale of chemical free, non-GMO, sustainable edible oils and products derived from oilseeds. The Company’s operations included the processing of conventional and organic oilseeds through cold-press extraction methods and the sale of vegetable oils and related products to wholesale and retail customers.
On July 27, 2026, the Company completed the sale of its entire ownership interest in AOI and its controlled subsidiaries (collectively, the “Australian Oilseeds Business”). The decision to dispose of the Australian Oilseeds Business was approved by the Company’s Board on June 22, 2026, prior to the fiscal year end. The disposal represents a strategic shift that has a major effect on the Company’s operations and financial results. Accordingly, the assets and liabilities of the Australian Oilseeds Business were classified as held for sale as at June 30, 2026, and its operating results have been reported as discontinued operations for all periods presented in the accompanying consolidated financial statements, upon fulfilment of criteria which allow such reclassification as disclosed in Note 4, Discontinued Operations and Assets Held for Sale.
Organization and Acquisition
Upon the decision to dispose of the Australian Oilseeds Business, the Company has diversified its operations through strategic acquisitions and investments in technology-enabled service businesses.
| - | On June 29, 2026, the Company acquired a |
| - | During fiscal year 2026, the Company also ventured into its corporate and platform services operations through its wholly owned subsidiaries, Magic Mission International Limited, incorporated in the British Virgin Islands, and Vellexa Group Inc., incorporated in Wyoming, United States. |
Subsequent to the diversification activities described above and the reclassification of the Australian Oilseeds Business as held for sale, the Company’s continuing operations principally consist of digital rent guarantor services in the UK private rental sector, technology platform services, and related investment activities.
F-9
Reverse Recapitalization
Australian Oilseeds Holdings Ltd (“PubCo”) is a Cayman Islands business company with limited liability and was formed for the purpose of participating in the transactions contemplated hereby and becoming the publicly traded holding company.
EDOC Acquisition Corp (“EDOC” or “SPAC”) is a Cayman Islands exempted company formerly listed on the NASDAQ Stock Market under “ADOC”. EDOC has limited operations but is established as a public investment vehicle that has the express purpose of making an investment in an operating company.
On March 21, 2024 (the “Closing Date”), the Company consummated the previously announced Business Combination (defined below). The Business Combination was announced on December 7, 2022, where AOI, PubCo, and EDOC entered into a business combination agreement (“Business Combination Agreement”), pursuant to which, (a) EDOC merged with and into Merger Sub, with EDOC continuing as the surviving entity (the “Merger”), and with holders of EDOC securities receiving substantially identical securities of Pubco, and (b) immediately prior to the Merger, Pubco acquired all of the issued and outstanding ordinary shares of AOI (the “Purchased Shares”) from the Sellers in exchange for ordinary shares of Pubco, with AOI became a wholly-owned subsidiary of Pubco (the “Share Exchange”, and together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Transactions”).
The total consideration paid by Pubco to the sellers for the purchased shares was an aggregate number of Pubco ordinary shares (the “Exchange Shares”) with an aggregate value (the “Exchange Consideration”) equal to, without duplication, (i) USD$
The acquisition was consummated on March 21, 2024, and the Share Exchange and Business Combination were consummated on the Closing Date. Pursuant to the Business Combination Agreement, upon the consummation of the Business Combination at the effective time of the Business Combination (the “Effective Time”):
| ● | each holder of EDOC pre-transaction privately-held Class A ordinary shares and the Class B ordinary share (the “EDOC Ordinary Shares”) received a number of Company Ordinary Shares, which are listed under the ticker “COOT”, less |
| ● | each holder of AOI ordinary shares received Company Ordinary Shares on a one-for-one basis (the “Exchange Shares”); |
| ● | each holder of EDOC’s public Class A ordinary shares received Company Ordinary Shares on a one-for-one basis; |
| ● | EDOC’s warrants terminated and were exchanged for warrants of the Company (the “Warrants”), which Warrants are listed on the Nasdaq under “COOTW”; |
| ● | each holder of EDOC’s rights (the “Rights”) received 1/10 of a Company Ordinary Share for each such Right, as set forth herein; |
| ● | EDOC’s Rights will no longer be traded; |
| ● | EDOC’s |
| ● | EDOC’s USD$ |
On March 22, 2024, the Ordinary Shares and PubCo Warrants commenced trading on the Nasdaq Capital Market (“Nasdaq”) under the symbols “COOT” and “COOTW,” respectively.
Pursuant to the Business Combination Agreement, the SPAC did not meet the definition of a business under the guidance of IFRS Accounting Standards 3, hence the Transaction was accounted for as a recapitalization in accordance with IFRS Accounting Standards 2. Under this method of accounting, EDOC is treated as the acquired company and Australian Oilseeds Investments Pty Ltd. is treated as the acquirer for financial statement reporting purposes. Australian Oilseeds Investments Pty Ltd. has been determined to be the accounting acquirer based on evaluation of the facts and circumstances of the business combination.
F-10
| 2. | Summary of Material Accounting Policies |
| (a) | Basis of presentation and principles of consolidation |
The Company was formed on December 29, 2022.
Basis of presentation
These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) (collectively IFRS Accounting Standards).
Principles of consolidation
The Company’s consolidated financial statements comprise the financial statements of the Company and its subsidiaries as of June 30, each year. Subsidiaries are consolidated from the date of their acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date that control ceases. The financial statements of subsidiaries are prepared for the same reporting year as the parent Company, using consistent accounting policies. Intra-company balances and transactions, including unrealized profits arising from intra-company transactions, have been eliminated. Unrealized losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Non-controlling interests represent the equity in subsidiaries that is not attributable, directly or indirectly, to the Parent shareholders.
Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Company controls an investee if and only if the Company has:
| Ø | Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee), |
| Ø | Exposure, or rights, to variable returns from its involvement with the investee, and |
| Ø | The ability to use its power over the investee to affect its returns. |
Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Company has less than a majority of the voting or similar rights of an investee, the Company considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
| Ø | The contractual arrangement with the other vote holders of the investee |
| Ø | Rights arising from other contractual arrangements |
| Ø | The Company’s voting rights and potential voting rights |
The Company re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date the Company ceases to control the subsidiary.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Company loses control over a subsidiary, it derecognizes the related assets, including any allocated goodwill, liabilities, non-controlling interests and other components of equity, while any resultant gain or loss is recognized in profit or loss. Any investment retained is recognized at fair value.
F-11
Details of subsidiaries as of June 30, 2026 and 2025 and 2024 were as follows:
| Subsidiaries | % of legal ownership Jun 30, 2026 | % of legal ownership Jun 30, 2025 | % of legal ownership Jun 30, 2024 | Country of Incorporation | Principal business activities | |||||||||||
| Australian Oilseeds Investments Pty Ltd. [1] | % | % | % | |||||||||||||
| Cootamundra Oilseeds Pty Ltd. [1] | % | % | % | |||||||||||||
| Cowcumbla Investments Pty Ltd. [1] | % | % | % | |||||||||||||
| Good Earth Oils Pty Ltd. [1] | % | % | % | |||||||||||||
| EDOC Acquisition Corp | % | % | % | |||||||||||||
| Rentbuddyuk Limited [2] | % | |||||||||||||||
| Vellexa Group Inc. | % | |||||||||||||||
| Magic Mission International Limited | % | |||||||||||||||
| [1] |
| [2] |
The carrying amount of the Company’s investment in each subsidiary and the equity of each subsidiary are eliminated on consolidation. Non-controlling interests in the net assets of consolidated subsidiaries are presented separately in equity.
Foreign currency translation and transaction
The consolidated financial statements are presented in Australian Dollars (“AUD”), which is also the Company’s functional currency. The Company’s Australian subsidiaries maintain Australian Dollars as their functional currency. The Company’s subsidiary in the United Kingdom conducts its business and maintains its books and records in British Pounds (“GBP”) as its functional currency. The Company’s subsidiaries in the United States, the British Virgin Islands, and the Cayman Islands maintain United States Dollars (“USD”) as their functional currencies.
In preparing the financial statements of each individual entity, transactions in currencies other than the individual entity’s functional currency (foreign currencies) are recognized at the exchange rates prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in foreign currency are not re-measured.
F-12
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated into Australian Dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Equity balances are translated at historical exchange rates. Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in equity under the foreign currency translation reserve.
The translation of assets and liabilities denominated in foreign currencies into AUD is for consolidation purposes and does not indicate that the Company could realize or settle the reported value of those assets and liabilities in AUD. Additionally, this does not indicate that the Company could return or distribute the reported AUD value in equity to its shareholders.
| (b) | Going Concern |
The consolidated financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activities and the realization of assets and settlement of liabilities in the ordinary course of business.
For the fiscal year ended June 30, 2026, the Group incurred a net loss from continuing operations of AUD$
These historical results and our year-end working capital deficit represent significant operational and liquidity challenges. In evaluating the appropriateness of preparing the consolidated financial statements on a going concern basis, management assessed its operational roadmap and the following significant mitigating actions and events completed subsequent to June 30, 2026:
| ● | Divestiture of Legacy Operations: On July 27, 2026, the Group completed the disposal of its legacy, underperforming Australian oilseed processing business. Through this transaction, the Group ceased heavy capital expenditures, transferred operational borrowings, and was formally and unconditionally released from all parent guarantees and debt covenants associated with the agricultural subsidiaries (refer to Note 4); | |
| ● | Cancellation of PIPE Warrant Liabilities: In August 2026, all | |
| ● | Full Collection of Related Party Loan Receivable: The unsecured loan receivable of AUD$ | |
| ● | Subsequent Financing: In October 2026, the Company completed a subsequent financing, securing additional capital to further strengthen corporate cash reserves; and | |
| ● | Continuing Business Realization: The Group’s transition to asset-light enterprise software deliverables (Magic Mission) and digital rent guarantor services in the UK private rental sector (RentBuddyUK) is projected to generate recurring operational cash flows with lower overhead demands. |
Taking into account these decisive post-year-end capital and liquidity actions, available cash resources, and projected operating receipts, management expects that the Group will have sufficient liquidity to meet its commitments and working capital requirements for at least twelve months from the date of issuance of these financial statements. Accordingly, these consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Group be unable to continue as a going concern.
F-13
| (c) | Financial instruments |
Financial instruments are recognized initially on the date that the Company becomes party to the contractual provisions of the instrument.
On initial recognition, all financial instruments are measured at fair value plus transaction costs (except for instruments measured at fair value through profit or loss where transaction costs are expensed as incurred).
Concentration of Key Customers
The Company had no sales from continuing operations for the fiscal years ended June 30, 2025 and 2024. For the fiscal year ended June 30, 2026, all sales from continuing operations were attributable to a single customer and were contributed by Magic Mission International Limited.
| Customer | Total Sales for the Year Ended 30 June 2026 AUD $ | % of Total sales 30 June 2026 | Outstanding Balance of Trade Receivables as at 30 June 2026 AUD$ | |||||||||
| Hong Kong Xinkai Gravel Co., Limited | % | |||||||||||
If the sales performance from this key customer declines, or if the customer terminates its cooperation with the Company, or if there is any adverse modification to the commercial terms entered into with this customer, the Group’s business, operating results, financial condition and revenue would be materially and adversely affected.
Financial Asset
The Company’s financial assets as at 30 June 2026 comprise cash and cash equivalents, trade and other receivables and related-party loan receivables. All financial assets are classified at amortized cost.
Cash and cash equivalents represent highly liquid short-term financial instruments. Trade and other receivables and related-party loan receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Impairment for these financial assets is assessed using the expected credit loss model as described below.
Impairment of financial assets
Impairment of financial assets is recognized on an expected credit loss (ECL) basis for the following assets:
| ● | financial assets measured at amortized cost; and |
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Company’s historical experience and informed credit assessment and including forward-looking information.
F-14
The Company uses the presumption that a financial asset is in default when:
| ● | the other party is unlikely to pay its credit obligations to the Company in full, without recourse to the Company to actions such as realizing security (if any is held); or |
| ● | the financial assets is more than 90 days past due. |
Credit losses are measured as the present value of the difference between the cash flows due to the Company in accordance with the contract and the cash flows expected to be received. This is applied using a probability weighted approach.
Trade receivables and contract assets
Impairment of trade receivables and contract assets have been determined using the simplified approach in IFRS Accounting Standards 9 which uses an estimation of lifetime expected credit losses. The Company has determined the probability of non-payment of the receivable and contract assets and multiplied this by the amount of the expected loss arising from default.
The amount of the impairment is recorded in a separate allowance account with the loss being recognized in profit or loss within operating expenses. Once the receivable is determined to be uncollectable then the gross carrying amount is written off against the associated allowance.
Where the Company renegotiates the terms of trade receivables due from certain customers, the new expected cash flows are discounted at the original effective interest rate and any resulting difference to the carrying value is recognized in profit or loss.
Other financial assets measured at amortized cost
Impairment of other financial assets measured at amortized cost is determined using the expected credit loss model in IFRS Accounting Standards 9. On initial recognition of the asset, an estimate of the expected credit losses for the next 12 months is recognized. Where the asset has experienced a significant increase in credit risk, lifetime expected credit losses are estimated and recognized. Digital assets (comprising stablecoins held within other current assets) do not meet the definition of financial assets under IFRS and are therefore excluded from the scope of IFRS 9 and its expected credit loss model (refer to Note 11 for the accounting treatment and details of digital assets).
Financial liabilities
The Company classifies its financial liabilities into two categories: financial liabilities at fair value through profit or loss and financial liabilities measured at amortized cost. Financial liabilities measured at amortized cost are initially recognized at fair value less transaction costs and subsequently measured using the effective interest rate method. Financial liabilities at fair value through profit or loss, including derivative warrant liabilities, are initially recognized at fair value with transaction costs expensed immediately in profit or loss, and are subsequently remeasured at fair value at each reporting date with changes in fair value recognized in profit or loss.
The financial liabilities of the Company comprise trade payables, bank and other loans, lease liabilities, and financial instruments. Financial instruments were reviewed at year end and any changes in valuation of financial instruments are recognized during the year.
| (d) | Impairment of non-financial assets |
At the end of each reporting period the Company determines whether there is evidence of an impairment indicator for non-financial assets.
Where an indicator exists and regardless of goodwill, indefinite life intangible assets and intangible assets not yet available for use, the recoverable amount of the asset is estimated.
F-15
Where assets do not operate independently of other assets, the recoverable amount of the relevant cash-generating unit (CGU) is estimated.
The recoverable amount of an asset or CGU is the higher of the fair value, less costs of disposal and the value in use. Value in use is the present value of the future cash flows expected to be derived from an asset or cash-generating unit.
Where the recoverable amount is less than the carrying amount, an impairment loss is recognized in profit or loss.
Reversal indicators are considered in subsequent periods for all assets which have suffered an impairment loss, except for goodwill.
| (e) | Digital Assets |
Digital assets comprise cryptocurrencies (primarily USDT) held by the Group and are accounted for as indefinite-lived intangible assets under IAS 38. Digital assets are initially recognized at cost and subsequently measured at fair value using Level 1 active market quotes pursuant to IFRS 13. Under IAS 38’s revaluation method, fair value increases are recognized in other comprehensive income (OCI), unless they reverse a previous loss. Fair value decreases are recognized in profit or loss.
| (f) | Intangible assets |
Software and development costs
Software and platform development expenditures are recognized as intangible assets when the Company can demonstrate technical feasibility, the intention and ability to complete and use the software, the generation of probable future economic benefits, and reliable measurement of attributable costs in accordance with IAS 38. Research and preliminary development costs are expensed as incurred.
Capitalized software development costs are carried at cost less accumulated amortization and impairment losses. Amortization commences when the asset is available for use and is recognized on a straight-line basis over its estimated useful economic life of
Goodwill
Goodwill is carried at cost less accumulated impairment losses.
The value of goodwill recognized on the acquisition of each subsidiary in which the Company holds less than 100% interest will depend on the method adopted in measuring the aforementioned non-controlling interest. The Company can elect to measure the non-controlling interest in the acquiree either at fair value (full goodwill method) or at the non-controlling interest’s proportionate share of the subsidiary’s identifiable net assets (proportionate interest method’). The Company determines which method to adopt for each acquisition.
Under the ‘full goodwill method’, the fair values of the non-controlling interests are determined using valuation techniques which make the maximum use of market information where available.
Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates. Goodwill is not amortized but is tested for impairment annually at the end of financial year and is allocated to the Company’s cash generating units or groups of cash generating units, which represent the lowest level at which goodwill is monitored but where such a level is not larger than an operating segment. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity sold.
During the year ended June 30, 2026, goodwill associated with the legacy Australian Oilseeds Business was fully impaired within discontinued operations (refer to Note 4 and Note 10), and goodwill was recognized in connection with the acquisition of Rentbuddyuk (refer to Note 5 and Note 10).
F-16
| (g) | Cash and cash equivalents |
Cash and cash equivalents comprise cash on hand, demand deposits and short-term investments which are readily convertible to known amounts of cash, and which are subject to an insignificant risk of change in value.
| (h) | Employee benefits |
Provision is made for the Company’s liability for employee benefits arising from services rendered by employees to the end of the reporting period. Employee benefits that are expected to be wholly settled within one year have been measured at the amounts expected to be paid when the liability is settled. Employee benefits expected to be settled more than one year after the end of the reporting period have been measured at the present value of the estimated future cash outflows to be made for those benefits. In determining the liability, consideration is given to employee wage increases and the probability that the employee may satisfy vesting requirements. Cashflows are discounted using market yields on high quality corporate bond rates incorporating bonds rated AAA or AA by credit agencies, with terms to maturity that match the expected timing of cashflows. Changes in the measurement of the liability are recognized in profit or loss.
| (i) | Provisions |
Provisions are recognized when the Company has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result, and that outflow can be reliably measured.
Provisions are measured at the present value of management’s best estimate of the outflow required to settle the obligation at the end of the reporting period. The discount rate used is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the unwinding of the discount is taken to finance costs in the consolidated statement of profit or loss and other comprehensive income.
| (j) | Convertible Promissory Note |
Convertible notes are presented as a financial liability in the consolidated statement of financial position. On issuance of the convertible notes, the liability is measured at fair value, and subsequently carried at amortized cost (net of transaction costs) until it is extinguished on conversion or redemption. Convertible notes are classified as current liabilities based on the expected conversion date in accordance with the convertible note’s agreements.
During the year ended June 30, 2026, the convertible notes were fully settled, and there was no outstanding balance as of June 30, 2026 (refer to Note 14).
| (k) | Derivative warrant liabilities |
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to IAS 32 and IFRS Accounting Standards 9. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
The Company accounts for its
The Company accounts for its
The Company accounts for its
F-17
| (l) | Operating lease |
The Company’s leases include rental of a solar power system and plant space which are classified as operating leases in accordance with IFRS 16. Under IFRS 16, lessees are required to recognize the following for all leases (with the exception of short-term leases) on the commencement date: (i) lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.
At the commencement date, the Company recognizes the lease liability at the present value of the lease payments not yet paid, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate for the same term as the underlying lease. The right-of-use asset is recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets are reviewed for impairment.
| (m) | Embedded Derivatives |
A derivative embedded in a hybrid contract is separated from the host and accounted for as a separate derivative if, the economic characteristics and risks are not closely related to the host, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the hybrid contract is not measured at fair value through profit or loss. Embedded derivatives are measured at fair value with changes in fair value recognized in profit or loss. Reassessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a reclassification of a financial asset out of the fair value through profit or loss category.
| (n) | Segment Reporting |
Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The CODM reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates as one operating segment.
Historically, the Company operated in the oilseed crushing and processing business, which has been classified as discontinued operations as described in Note 4. Following this strategic shift, the Company’s continuing operations are evaluated by the CODM as a single operating segment focused on technology-enabled platform and digital rent guarantor services in the UK private rental sector. For continuing operations during the year ended June 30, 2026,
| (o) | Revenue Recognition |
Under IFRS 15 Revenue from Contracts with Customers, the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled. The Company applies the five-step model: (i) identify the contract with the customer; (ii) identify the performance obligations; (iii) determine the transaction price; (iv) allocate the transaction price to performance obligations; and (v) recognize revenue when (or as) the performance obligations are satisfied. The Group acts as principal in its revenue arrangements as it controls the goods or services prior to transfer, and presents revenue on a gross basis.
Discontinued operations – Australian Oilseeds Business
For the legacy oilseeds business (presented within discontinued operations pursuant to IFRS 5; refer to Note 4), revenue from product sales (bulk and packaged edible oils and meal products) is recognized at a point in time when control of the goods transfers to the customer, which occurs either upon dispatch under FOB shipping point terms or upon delivery under FOB destination terms. The transaction price is measured net of volume rebates, trade discounts, and estimated product returns.
F-18
Continuing operations – Platform services
For the year ended June 30, 2026, the Company derives revenue from continuing operations through the provision of platform services, primarily comprising the provision and delivery of functional software installation packages. Each software module delivered represents a distinct performance obligation under IFRS 15.27, as each module is operable on a standalone basis upon deployment within the customer’s cloud environment. Revenue is recognized at a point in time when control of the software package is transferred to the customer, evidenced by independent functional testing and formal client milestone acceptance. The Company acts as a principal in these arrangements as it controls the software deliverables prior to delivery.
| (p) | New and amended standards and interpretations |
| i) | New standards, amendments to published approved accounting and reporting standards and interpretations which are effective during the year |
The Company has applied the following standards and amendments for the first time for its annual reporting for the period commencing 1 July 2025:
| Standard / Amendment | Effective Date (mandatory) | Summary | ||
| IAS 21 | 1-Jan-25 | Lack of exchangeability |
The initial application of this amendment did not have any material impact on the Company’s financial position, results of operations, or disclosures.
| ii) | New or revised IFRSs not yet adopted |
| Standard / Amendment | Effective Date (mandatory) | Summary | ||
| IFRS 9 & IFRS 7 — Classification and Measurement | 1-Jan-26 | Classification/measurement refinements & related disclosures | ||
| IFRS 9 & IFRS 7 — Contracts Referencing Nature-dependent Electricity | 1-Jan-26 | Targeted PPA/nature-dependent electricity contract guidance | ||
| Annual Improvements to IFRS Accounting Standards — Volume 11 | 1-Jan-26 | Narrow clarifications and consistency improvements | ||
| Amendments to IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures | Effective date has been removed temporarily by the IASB. | Sale or Contribution of Assets between an Investor and its Associate or Joint Venture | ||
| IFRS 18 | 1-Jan-27 | Presentation and Disclosure in Financial Statements | ||
| IFRS 19 | 1-Jan-27 | Subsidiaries without Public Accountability: Disclosures | ||
| IAS 21 | 1-Jan-27 | Translation to a Hyperinflationary Presentation Currency (Amendments to IAS 21) |
The amendments listed above have been published but are not mandatory for 30 June 2026 reporting periods and have not been early adopted by the Company. These amendments are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.
F-19
| (q) | Income taxes |
The tax expense recognized in the consolidated statement of profit or loss and other comprehensive income (loss) comprises current income tax expense plus deferred tax expense.
Current tax is the amount of income taxes payable (recoverable) in respect of the taxable profit (loss) for the year and is measured at the amount expected to be paid to (recovered from) the taxation authorities, using the tax rates and laws that have been enacted or substantively enacted by the end of the reporting period. Current tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.
Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis. Deferred tax assets are recognized to the extent that it is more likely than not these items will be utilized against taxable income in the future. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity. Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilized, and are reviewed at each reporting date.
| (r) | Borrowing costs |
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of that asset.
All other borrowing costs are recognized as an expense in the period in which they are incurred.
| (s) | Inventories |
Inventories are measured at the lower of cost and net realizable value. The cost of inventory is determined using the weighted average costs basis and is net of any rebates and discounts received. Net realizable value is estimated using the most reliable evidence available at the reporting date and inventory is written down through an obsolescence provision if necessary.
| (t) | Property, plant and equipment |
Each class of property, plant and equipment is carried at cost, where applicable, any accumulated depreciation and impairment.
Depreciation
Property, plant and equipment, excluding freehold land, is depreciated on a diminishing value method over the assets’ useful life to the Company, commencing when the asset is ready for use. Buildings are depreciated using the straight-line method.
The depreciation rates used for each class of depreciable assets are shown below:
| Depreciation | ||
| Fixed asset class | rate | |
| Buildings | ||
| Plant and Equipment | ||
| Motor Vehicles | ||
| Office Equipment |
At the end of each annual reporting period, the depreciation method, useful life and residual value of each asset is reviewed. Any revisions are accounted for prospectively as a change in estimate.
| (u) | Reclassification |
Certain prior period amounts have been reclassified to conform to the current year presentation of discontinued operations in accordance with applicable accounting guidance. These reclassifications impacted the presentation of results of operations and cash flows between continuing and discontinued operations but had no effect on previously reported net loss, total assets, total liabilities, or cash flows. The prior period financial statements have been recast to reflect the classification of the disposed business as discontinued operations.
F-20
| (v) | Discontinued operations and assets held for sale |
Assets Held for Sale
In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, the Company classifies a non-current asset or disposal group as held for sale when all of the following criteria are met: (i) management commits to a plan to sell; (ii) the asset is available for immediate sale; (iii) an active program to locate a buyer has been initiated; (iv) the sale is highly probable within one year; (v) the asset is actively marketed at a reasonable price in relation to its fair value; and (vi) significant changes to the plan are unlikely. The determination requires significant judgment, particularly in assessing the timing of management’s commitment and whether an active disposal program has been initiated. In evaluating these criteria, the Company considers both internally initiated strategic actions and externally imposed conditions, including legally binding enforcement or disposal processes affecting significant assets within a disposal group, where applicable. Assets held for sale are measured at the lower of carrying amount and fair value less costs to sell. Depreciation and amortization cease upon classification. If carrying amount exceeds fair value less costs to sell, an impairment loss is recognized. Subsequent increases in fair value less costs to sell are recognized as gains, but not exceeding cumulative impairment losses previously recognized.
Discontinued Operations
In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, the Company classifies a component as discontinued operations when it has been disposed of or is classified as held for sale, and the component represents a separate major line of business or geographical area of operations, or is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations . A component comprises operations and cash flows that are clearly distinguishable from the rest of the Company. When a component is classified as discontinued operations, its results of operations are presented separately in the consolidated statements of profit or loss and other comprehensive income for all periods presented, and its assets and liabilities are presented separately in the consolidated statements of financial position, and its net cash flows attributable to operating, investing, and financing activities are presented separately in the consolidated statements of cash flows or disclosed in the notes.
Disposal Groups
When a disposal group includes both assets and liabilities, the Company evaluates the held-for-sale criteria and measurement at the disposal group level. Fair value less costs to sell reflects the value of the disposal group as a whole, considering the economic substance of the transaction. The classification and measurement of disposal groups require significant estimates and assumptions, including the determination of fair value less costs to sell and the assessment of whether the held-for-sale criteria are met as of the reporting date.
Events occurring after the reporting date but before the financial statements are issued may be considered in assessing conditions that existed at the reporting date. Such events may provide additional evidence in evaluating whether the held-for-sale criteria were met, but are not, in isolation, determinative of classification.
| (v) | Business combinations |
Business combinations are accounted for using the acquisition method at the acquisition date, which is the date on which control is transferred to the Company. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. For each business combination, the Company elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree, and the fair value of the Company’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets of the acquiree and the liabilities assumed. If the net of the acquisition-date amounts of the identifiable assets of the acquiree and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the Company’s previously held an interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.
F-21
Costs, other than those associated with the issuance of debt or equity securities, that the Company incurs in connection with a business combination are expensed as incurred.
Any contingent consideration payable is recognized at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not remeasured, and settlement is accounted for within equity. Otherwise, subsequent changes to the fair value of the contingent considerations are recognized in profit or loss.
| 3. | Critical Accounting Estimates and Judgments |
The preparation of consolidated financial statements in compliance with adopted IFRS Accounting Standards requires the use of certain critical accounting estimates. It also requires Company management to exercise judgment in applying the Company’s accounting policies. The areas where significant judgments and estimates have been made in preparing the consolidated financial statements and their effects are disclosed below.
The directors make estimates and judgements during the preparation of these consolidated financial statements regarding assumptions about current and future events affecting transactions and balances. These estimates and judgements are based on the best information available at the time of preparing the financial statements, however as additional information is known then the actual results may differ from the estimates. The significant estimates and judgements made have been described below.
Key estimates — classification and measurement of discontinued operations and assets held for sale
The classification of the Australian Oilseeds Business as assets held for sale and discontinued operations requires significant judgment in determining whether the held-for-sale criteria under IFRS 5 were satisfied as of June 30, 2026. Management evaluated the facts and circumstances existing at the reporting date including: (i) the Board of Directors’ formal commitment to a plan to dispose of the business initiated on June 22, 2026; (ii) an active program to locate a buyer and conclude the divestiture, which had reached an advanced stage of definitive negotiation as of June 30, 2026; and (iii) the high probability that the transaction would complete within one year from the classification date. Accordingly, management concluded that the disposal group met the criteria for classification as held for sale under IFRS 5 as of June 30, 2026. The transaction was subsequently completed on July 27, 2026 pursuant to a definitive Share Purchase Agreement.
Key estimates — provisions
As described in the accounting policies, provisions are measured at management’s best estimate of the expenditure required to settle the obligation at the end of the reporting period. These estimates are made taking into account a range of possible outcomes and will vary as further information is obtained.
Key estimates — expected credit losses
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. In assessing the expected credit losses, the Company takes in account recent sales experience and historical collection rates.
Key estimates — inventory
Historically, and in respect of the disposal group, each item on inventory is reviewed on an annual basis to determine whether it is being carried at higher than its net realizable value. During the year, management conducts routine evaluations of its inventories to ensure that the carrying value of inventories does not exceed net realizable value (“NRV”). NRV is based on the estimated selling price of inventories less, estimated costs of completion and costs necessary to make the sale. If the carrying value of inventories exceeds NRV, the surplus is recognized within Cost of sales, writing down the value of inventories to establish a new cost basis. Management conducts routine analyses to determine if estimates (e.g., estimated selling prices and estimated costs) used in the NRV calculation require changes and if additional impairment adjustments to inventories are required.
F-22
Key estimates - impairment of non-financial assets
The Company assesses impairment of all assets (including intangible assets) at each reporting date by evaluating conditions specific to the Company and to the particular asset that may lead to impairment. These include product, technology, economic and political environments and future product expectations. If an impairment trigger exists the recoverable amount of the asset is determined. The recoverable amounts of cash-generating units and non-financial assets are determined based on the higher of value in use and fair value less costs of disposal. For the legacy operations, the recoverable amount was determined based on fair value less costs of disposal by reference to the agreed transaction terms, resulting in the full impairment of legacy goodwill (refer to Note 4 and Note 10). For continuing operations, the recoverable amounts of acquired technology and internally developed software were evaluated based on acquisition-date fair values, projected operational cash flows, and commercial contract milestones, with no impairment identified as of June 30, 2026 (refer to Note 5 and Note 10).
Key estimates - fair value of derivative financial instruments
The fair values of derivative financial instruments that are not quoted in active markets are determined by using valuation techniques. Valuation techniques used include discounted cash flows analysis and models with built-in functions available in externally acquired financial analysis or risk management systems widely used by the industry such as option pricing models. To the extent practical, the models use observable data. In addition, valuation adjustments may be adopted if factors such as credit risk are not considered in the valuation models. Management judgement and estimates are required for the selection of appropriate valuation parameters, assumptions and modelling techniques.
| 4. | DISCONTINUED OPERATIONS |
| (a) | Disposal of Australian Oilseeds Investments Pty Ltd and its subsidiaries |
On July 27, 2026, the Company completed the disposal of its entire interest in Australian Oilseeds Investments Pty Ltd (an Australian proprietary company), together with its controlled subsidiaries (comprising Cowcumbla Investments Pty Ltd, Cootamundra Oilseeds Pty Ltd and Good Earth Oils Pty Ltd, collectively the “Disposal Group”), to Trusha Realty Pte Ltd, an unrelated third party, for a cash consideration of US$
The Disposed Group represented the Company’s core oilseed crushing, processing and sales & marketing operations, and constituted a strategic shift that had a major effect on the Company’s operations and financial results, as it generated substantially all of the Company’s historical revenues from oilseed-related activities.
Under IFRS 5, the disposal group is measured at the lower of carrying amount and fair value less costs to sell. Prior to the held-for-sale reclassification, goodwill allocated to the Disposal Group was fully impaired under IAS 36. Upon classification as held for sale, the carrying amount of the Disposal Group exceeded its fair value less costs to sell, which management determined by reference to the nominal cash consideration of US$
| (b) | Classification Judgment |
The classification of the Disposed Group as held for sale and presented as discontinued operations for the year ended June 30, 2026 required significant management judgment.
Under IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, a disposal group is classified as held for sale when specific criteria are met as of the reporting date, including that management is committed to a plan to sell, the asset group is available for immediate sale, and the sale is highly probable within one year.
As of June 22, 2026, the Company’s Board had formally committed to a plan to sell the Disposal Group, and negotiations with the purchaser were at an advanced stage with principal commercial terms agreed. Management assessed that the Disposal Group was available for immediate sale in its present condition, the sale was highly probable, and completion was expected within one year. Accordingly, management concluded that the criteria for classification as held for sale under IFRS 5.7–8 had been satisfied as of June 30, 2026. Management also determined that the Disposal Group met the definition of discontinued operations under IFRS 5.32.
As reported in the Form 6-K furnished to the SEC on July 28, 2026, the Share Purchase Agreement was executed on July 27, 2026 and completion occurred on the same date. Because signing and completion occurred after the Reporting Date, the executed SPA serves as a non-adjusting post-balance sheet event under IAS 10, providing confirmatory evidence that conditions for held-for-sale classification existed at June 30, 2026.
F-23
In making this determination, management considered:
| - | the formal Board resolution committing to the sale plan during fiscal year 2026; |
| - | strategic decisions made during fiscal year 2026 to exit the oilseed crushing, processing and sales & marketing operations, which represented a strategic shift that had a major effect on the Company’s operations and financial results; |
| - | the financial condition and operational profile of the business, including the Disposal Group’s history of operating losses and substantial existing operational liabilities (totaling AUD$ |
| - | the acquisition of Rentbuddyuk on June 29, 2026, which established an ongoing continuing operating segment following the divestiture of the legacy Australian oilseeds business. |
Accordingly, in accordance with IFRS 5, the Disposal Group has been classified as held for sale and presented as discontinued operations. In the consolidated statement of financial position as at June 30, 2026, the assets and liabilities of the Disposal Group are presented separately as assets and liabilities held for sale. In accordance with IFRS 5 paragraph 40, comparative statements of financial position as at June 30, 2025 and 2024 have not been reclassified to reflect the Disposal Group’s classification as held for sale at June 30, 2026. The results of operations of the Disposal Group for the year ended June 30, 2026, and the comparative prior period results for the years ended June 30, 2025 and 2024, have been presented as a single amount within “Discontinued Operations” in the consolidated statements of operations, with prior period statements of operations and cash flows retrospectively restated.
| (c) | Measurement Uncertainty and Sensitivity to Judgment |
Measurement Uncertainty
Management also exercised judgment in measuring the Disposed Group at the lower of carrying amount and fair value less costs to sell in accordance with IFRS 5.
As of June 30, 2026:
| ● | the determination of fair value less costs to sell involves estimation uncertainty; |
| ● | the nominal cash consideration of US$ |
| ● | following the full impairment of historical goodwill of AUD$ |
| ● | the final gain or loss on disposal will be recognized upon legal completion in the subsequent financial period. |
Management believes the amounts recognized represent its best estimate based on information available at the reporting date. The final gain or loss on disposal will be recognized upon completion of the transaction in the subsequent period, representing the difference between the carrying amount of the Disposal Group at the disposal date and the cash consideration of US$
Sensitivity to Judgment
If management had concluded that the held-for-sale criteria were not met as of June 30, 2026:
| ● | the business would have been presented as continuing operations; and |
| ● | the timing and measurement of impairment and disposal-related impacts may have differed. |
Given the significance of the Disposed Group, changes in these judgments could have a material impact on the Company’s financial position and results of operations.
F-24
The results of discontinued operations for the years ended June 30, 2026, 2025 and 2024 consisted of:
| For the years ended June 30, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Revenues | ||||||||||||
| Less: Cost of revenues | ( | ) | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Selling and marketing expenses | ( | ) | ( | ) | ( | ) | ||||||
| Other operating income | ||||||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||
| Operating (loss) income from discontinued operations | ( | ) | ||||||||||
| Finance expenses | ( | ) | ( | ) | ( | ) | ||||||
| (Loss) income from discontinued operation before income taxes | ( | ) | ( | ) | ||||||||
| Income tax expense | ( | ) | ( | ) | ( | ) | ||||||
| Net (loss) income from discontinued operations | ( | ) | ( | ) | ||||||||
| Less: non-controlling interests | ( | ) | ( | ) | ||||||||
| Net (loss) income attributable to Australian Oilseeds’s shareholders | ( | ) | ||||||||||
| (i) | Disaggregation of revenue from discontinued operations for the years ended June 30, 2026, 2025, and 2024 is as follows: |
| Year Ended June 30, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Discontinued operations | ||||||||||||
| Wholesale oils | ||||||||||||
| High protein meals | ||||||||||||
| Toll crushing service | ||||||||||||
| Other sales | ||||||||||||
| Retail oils | ||||||||||||
| Total revenues from discontinued operations | ||||||||||||
| (ii) | Disaggregation of cost of sales from discontinued operations for the years ended June 30, 2026, 2025, and 2024 is as follows: |
| Year Ended June 30, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Discontinued operations | ||||||||||||
| Cost of finished goods | ||||||||||||
| Cost of material | ||||||||||||
| Direct labor | ||||||||||||
| Freight and storage | ||||||||||||
| Depreciation | ||||||||||||
| Occupancy costs | ||||||||||||
| Repairs and maintenance | ||||||||||||
| Total cost of sales from discontinued operations | ||||||||||||
F-25
| (iii) | Disaggregation of general and administrative expenses from discontinued operations for the years ended June 30, 2026, 2025, and 2024 is as follows: |
| Year Ended June 30, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Discontinued operations | ||||||||||||
| Professional fees | ||||||||||||
| Audit fee | ||||||||||||
| Employee costs | ||||||||||||
| Insurance | ||||||||||||
| Other expenses | ||||||||||||
| Management fee | ||||||||||||
| Expected credit losses | ||||||||||||
| Travel expenses | ||||||||||||
| Depreciation | ||||||||||||
| Technology costs | ||||||||||||
| Occupancy costs | ||||||||||||
| Security | ||||||||||||
| Utilities | ||||||||||||
| Impairment loss | ||||||||||||
| Total general and administrative expenses from discontinued operations | ||||||||||||
| (iv) | Disaggregation of selling and marketing expenses from discontinued operations for the years ended June 30, 2026, 2025, and 2024 is as follows: |
| Year Ended June 30, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Discontinued operations | ||||||||||||
| Professional fees | ||||||||||||
| Advertising and marketing expenses | ||||||||||||
| Bad debts | ||||||||||||
| Total selling and marketing expenses from discontinued operations | ||||||||||||
| (v) | Disaggregation of other operating income from discontinued operations for the years ended June 30, 2026, 2025, and 2024 is as follows: |
| Year Ended June 30, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Discontinued operations | ||||||||||||
| Gain on forgiveness of payables | ||||||||||||
| Other income | ||||||||||||
| Total other income from discontinued operations | ||||||||||||
| (vi) | Disaggregation of finance expenses from discontinued operations for the years ended June 30, 2026, 2025, and 2024 is as follows: |
| 2026 | 2025 | 2024 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Amortization of debt discount | ||||||||||||
| Realized and unrealized currency (gains) losses | ( | ) | ||||||||||
| Interest expense | ||||||||||||
| Total finance expenses from discontinued operations | ||||||||||||
F-26
| (vii) | Disaggregation of income tax expense from discontinued operations for the years ended June 30, 2026, 2025, and 2024 is as follows: |
| 2026 | 2025 | 2024 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Discontinued operations | ||||||||||||
| Current taxes | ( | ) | ( | ) | ( | ) | ||||||
| Deferred tax benefit | ||||||||||||
| Income tax expense from discontinued operations | ( | ) | ( | ) | ( | ) | ||||||
Assets and liabilities of discontinued operations as of June 30, 2026 consisted of:
| June 30, 2026 | ||||
| AUD$ | ||||
| Cash and cash equivalents | ||||
| Trade and other receivables | ||||
| Related party loans receivable | ||||
| Inventories | ||||
| Prepayment of seed purchase | ||||
| Other current assets | ||||
| Property, plant and equipment | ||||
| Right of assets-operating lease | ||||
| Deferred tax assets, net | ||||
| Total assets classified as held for sale | ||||
| Trade and other payables | ||||
| Borrowings | ||||
| Operating lease liabilities | ||||
| Taxes payable | ||||
| Related party loans | ||||
| Employee benefits | ||||
| Total liabilities classified as held for sale | ||||
| Total net assets | ||||
Net cash flows attributable to discontinued operations were as follows:
| For the years ended June 30, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Net cash (used in) provided by operating activities | ( | ) | ( | ) | ||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||||||
| Net change in cash and cash equivalents | ( | ) | ( | ) | ||||||||
F-27
| 5. | Business Acquisition |
(a) Acquisition of Rentbuddyuk
On 29 June 2026, the Group acquired a
| ● | Consideration transferred upon closing：US$ |
| ● | Deferred subscription monies payable to Rentbuddyuk for its newly issued shares within six months of completion: US$ |
Under IFRS 10 Consolidated Financial Statements, an investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The Group holds a
Non-controlling interest of
(b) Assets Acquired and Liabilities Assumed at the Acquisition Date
The following table summarizes the recognized amounts of identifiable assets acquired and liabilities assumed at the acquisition date (June 29, 2026):
| June 29, 2026 | ||||
| AUD$ | ||||
| Identifiable assets acquired: | ||||
| Tax recoverable | ||||
| Intangible asset - software | ||||
| Intangible asset - technology | ||||
| Related party loans receivable[1] | ||||
| Share capital receivable[1] | ||||
| Total identifiable assets acquired | ||||
| Liabilities assumed: | ||||
| Trade and other payables | ( | ) | ||
| Deferred tax liabilities | ( | ) | ||
| Total liabilities assumed | ( | ) | ||
| Total identifiable net assets at acquisition date | ||||
| Goodwill and NCI allocation: | ||||
| Total consideration transferred | ||||
| Plus: Non-controlling interest[2] | ||||
| Less: Total identifiable net assets acquired | ( | ) | ||
| Less: Foreign currency translation difference[3] | ( | ) | ||
| Goodwill recognized on acquisition (Note 10)[4] | ||||
| [1] | |
| [2] | |
| [3] | |
| [4] |
F-28
| (c) | Impact on Group Results |
As the acquisition was completed on the last business day of the financial year, the contribution of Rentbuddyuk to the Group’s revenue and profit for the year ended 30 June 2026 was immaterial. RentBuddyUK was incorporated on 26 January 2026 and had not commenced active commercial revenue-generating operations as of 30 June 2026. Had the acquisition occurred on 1 July 2025 (or its date of incorporation), pro forma consolidated revenue for the year ended 30 June 2026 would have been unchanged at AUD$
| 6. | Cash and Cash Equivalents |
| 2026 | 2025 | 2024 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Cash at bank and in hand | ||||||||||||
| Total cash and cash equivalents | ||||||||||||
| 7. | Trade and Other Receivables |
| 2026 | 2025 | 2024 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| CURRENT | ||||||||||||
| Trade receivables-Related parties (refer note 25(c)) | ||||||||||||
| Trade receivables, net [1] | ||||||||||||
| Total current trade and other receivables | ||||||||||||
| [1] |
The carrying value of trade receivables is considered a reasonable approximation of fair value due to the short-term nature of the balances.
The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable in the consolidated financial statements.
The table below presents the expected credit losses on trade receivables for the year ended June 30, 2026:
| Current | 30 days | 60 days | 90 days | Total | ||||||||||||||||
| Balance as at reporting date (AUD) | $ | $ | $ | $ | $ | |||||||||||||||
| Expected loss rate | % | % | % | % | ||||||||||||||||
| ECL allowance (AUD) | $ | $ | $ | $ | $ | |||||||||||||||
| 8. | Inventories |
| 2026 | 2025 | 2024 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| CURRENT | ||||||||||||
| Raw materials | ||||||||||||
| Finished Goods | ||||||||||||
| Consumables | ||||||||||||
| Total inventories | ||||||||||||
Write downs of inventories to net realisable value during the years ended June 30, 2026, 2025, and 2024 were $ .
As of June 30, 2026, all agricultural inventories amounting to AUD$
F-29
| 9. | Property, plant and equipment |
| 2026 | 2025 | 2024 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| LAND AND BUILDINGS | ||||||||||||
| At cost | ||||||||||||
| Total Land | ||||||||||||
| Buildings | ||||||||||||
| At cost | ||||||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||||||
| Total buildings | ||||||||||||
| Total land and buildings | ||||||||||||
| PLANT AND EQUIPMENT | ||||||||||||
| Plant and equipment | ||||||||||||
| At cost | ||||||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||||||
| Total plant and equipment | ||||||||||||
| Motor vehicles | ||||||||||||
| At cost | ||||||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||||||
| Total motor vehicles | ||||||||||||
| Office equipment | ||||||||||||
| At cost | ||||||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||||||
| Total office equipment | ||||||||||||
| Total plant and equipment | ||||||||||||
| Total property, plant and equipment | ||||||||||||
| (a) | Movements in carrying amounts of property, plant and equipment |
Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year:
| Plant and | Motor | Office | ||||||||||||||||||||||
| Land | Buildings | Equipment | Vehicles | Equipment | Total | |||||||||||||||||||
| AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | |||||||||||||||||||
| Year ended 30 June 2026 | ||||||||||||||||||||||||
| Balance at the beginning of the year | ||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||
| Depreciation expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Impairment loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Assets classified as held for sale | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Balance at the end of the year | ||||||||||||||||||||||||
| Plant and | Motor | Office | ||||||||||||||||||||||
| Land | Buildings | Equipment | Vehicles | Equipment | Total | |||||||||||||||||||
| AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | |||||||||||||||||||
| Year ended 30 June 2025 | ||||||||||||||||||||||||
| Balance at the beginning of the year | ||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||
| Reclassification | ( | ) | ||||||||||||||||||||||
| Depreciation expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Balance at the end of the year | ||||||||||||||||||||||||
F-30
| Land | Buildings | Plant and Equipment | Motor Vehicles | Office Equipment | Total | |||||||||||||||||||
| AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | |||||||||||||||||||
| Year ended 30 June 2024 | ||||||||||||||||||||||||
| Balance at the beginning of the year | ||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||
| Reclassification | ( | ) | ( | ) | ||||||||||||||||||||
| Depreciation expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Balance at the end of the year | ||||||||||||||||||||||||
| 10. | Intangible Assets |
| 2026 | 2025 | 2024 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Goodwill (Cost model) [1] | ||||||||||||
| Technology | ||||||||||||
| Software | ||||||||||||
| Total Intangible assets | ||||||||||||
| [1] |
| Software | ||||
| AUD$ | ||||
| Balance on June 30, 2025 | ||||
| Additions – acquired through business combination | ||||
| Additions – internally developed | ||||
| Amortization for the year[2] | ||||
| Impairment | ||||
| Exchange rate movements | ||||
| Balance on June 30, 2026 | ||||
| [2] |
| 11. | Other assets |
Other assets of continuing operations as of June 30, 2026 consist of digital assets (USDT), tax prepayment and other current assets. Historical other assets and prepayments associated with the agricultural operations (AOI) have been reclassified to assets of the disposal group classified as held for sale as of June 30, 2026 pursuant to IFRS 5 (refer to Note 4).
(a) Other current assets
| 2026 | 2025 | 2024 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| CURRENT | ||||||||||||
| Digital Assets[1] | ||||||||||||
| Prepayments | ||||||||||||
| Tax prepayment | ||||||||||||
| Other current assets | ||||||||||||
| Total other current assets | ||||||||||||
| [1] |
F-31
(b) Prepayment of Equipment
| 2026 | 2025 | 2024 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| NON-CURRENT | ||||||||||||
| Prepayment of equipment | ||||||||||||
| 12. | Trade and Other Payables |
| 2026 | 2025 | 2024 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| CURRENT | ||||||||||||
| Related parties - payable (refer note-25 (c)) | ||||||||||||
| Trade and other payables | ||||||||||||
| Total trade and other payables | ||||||||||||
Trade and other payables are unsecured, non-interest bearing and are normally settled within 30 days. The carrying value of trade and other payables is considered a reasonable approximation of fair value due to the short-term nature of the balances.
| 13 | Borrowings |
| (a) | Secured bank loan |
In February 2024, Cootamundra Oilseeds Pty Ltd (“Cootamundra”), obtained an AUD$
On February 14, 2024, Cootamundra drawdown on an equipment loan with the Commonwealth Bank of Australia for an aggregate principal amount of AUD$
The following table summarizes outstanding borrowings as of 30 June 2026, 2025, and 2024:
| 2026 | 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||||||||||||||||||||||||||
| Current | Non-Current | Total | Current | Non-Current | Total | Current | Non-Current | Total | ||||||||||||||||||||||||||||
| Equipment Finance secured bank loan | ||||||||||||||||||||||||||||||||||||
| Interest only secured bank loan | ||||||||||||||||||||||||||||||||||||
| Other loans | ||||||||||||||||||||||||||||||||||||
| Trade finance facility | ||||||||||||||||||||||||||||||||||||
| Total secured bank loan | ||||||||||||||||||||||||||||||||||||
| Unused trade finance facility | ||||||||||||||||||||||||||||||||||||
During the year ended June 30, 2026, the Group had total drawdowns of secured bank borrowings of AUD$
F-32
(b) Convertible Note- Current Liabilities
In connection with the closing of the Business Combination on 21 March 2024, the Company closed the private placement, pursuant to the private offering rules under the Securities Act of 1933, as amended (the “Securities Act”), of the Arena Warrants and Debentures pursuant to the Securities Purchase Agreement dated August 23, 2023 between the Company, AOI, EDOC, certain AOI subsidiaries and Arena Investors, LP (the “PIPE Investors”) and executed the Arena Transaction Documents including the
On February 29, 2024, the Company entered into Amendment No.3 to the Securities Purchase Agreement for the purchase and sale of Debentures and Warrants.
The following table summarizes the outstanding Convertible Note as of June 30, 2026, 2025, and 2024:
| 2026 | 2025 | 2024 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Principal value of Convertible Note | ||||||||||||
| Debt discount[1], net of amortization | ( | ) | ( | ) | ||||||||
| Convertible Note | $ | $ | $ | |||||||||
| [1] |
| June 30, 2026 | June 30, 2025 | |||||||
| AUD $ | AUD$ | |||||||
| Fair value of Ordinary share Warrants | ||||||||
| Fair value of Penny Warrants | ||||||||
| Equity component | ||||||||
| Total debt discount | ||||||||
| Less: amortization | ( | ) | ||||||
| Debt discount at year end | $ | $ | ||||||
As at 30 June 2026, the Convertible Note was fully settled through partial conversion into
| 14. | Issued Capital |
Following the Business Combination, the Company has authorized
| 30 June 2026 | 30 June 2025 | 30 June 2024 | ||||||||||||||||||||||
| Number of shares (Class A) | Share Capital AUD$ | Number of shares (Class A) | Share Capital AUD$ | Number of shares (Class A) | Share Capital AUD$ | |||||||||||||||||||
| Issuance of shares to AOI shareholders | ||||||||||||||||||||||||
| Issuance of shares to SPAC shareholders | ||||||||||||||||||||||||
| Issuance of shares to SPAC Founders | ||||||||||||||||||||||||
| Conversion of JSKS Loan | ||||||||||||||||||||||||
| Conversion of convertible notes | ||||||||||||||||||||||||
| Issuance of shares in exchange for advisory services | ||||||||||||||||||||||||
| Conversion of convertible notes | ||||||||||||||||||||||||
| Issuance of commitment fee shares-Arena | ||||||||||||||||||||||||
| Issuance of shares to PIPE shareholders | ||||||||||||||||||||||||
F-33
| ● | There was no movement in class B ordinary shares, preference shares. |
Share premium:
| 30 June 2026 | 30 June 2025 | 30 June 2024 | ||||||||||
| Share Premium | Share Premium | Share Premium | ||||||||||
| Issuance of shares to AOI shareholders | ||||||||||||
| Issuance of shares to SPAC shareholders | ||||||||||||
| Issuance of shares to SPAC Founders | ( | ) | ( | ) | ( | ) | ||||||
| Conversion of JSKS Loan | ||||||||||||
| Conversion of convertible notes | ||||||||||||
| Issuance of shares in exchange for advisory services | ( | ) | ( | ) | ( | ) | ||||||
| Conversion of rights | ( | ) | ( | ) | ( | ) | ||||||
| Issuance of convertible note – equity component | ||||||||||||
| Recapitalization costs | ||||||||||||
| Issuance of commitment fee shares-Arena | ||||||||||||
| Issuance of shares to PIPE shareholders | ||||||||||||
| Subtotal | ||||||||||||
| Less: | ||||||||||||
| Costs attributable to the issuance of shares in connection with the business combination | ( | ) | ( | ) | ( | ) | ||||||
| Total share premium | ||||||||||||
| 15. | Warrants |
The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis on June 30, 2026, 2025, and 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| Description: | Level | 30 June 2026 | 30 June 2025 | 30 June 2024 | ||||||||||
| $AUD | $AUD | $AUD | ||||||||||||
| Liabilities: | ||||||||||||||
| Warrant liability—Private and Representative Warrants | 3 | |||||||||||||
| Warrant liability—Penny Warrants | 3 | |||||||||||||
| Warrant liability—Arena Ordinary Share Warrants | 3 | |||||||||||||
| Warrant liability—PIPE Financing Warrants | 3 | |||||||||||||
| Total | ||||||||||||||
The Company accounts for the Public warrants, the Private Placement warrants, the Representative warrants, the Penny warrants, the Arena Ordinary share warrants, and the PIPE Financing warrants in accordance with the guidance contained in IAS 32 and IFRS Accounting Standards 9 under which the Public warrants meet the criteria for equity treatment and are recorded as equity due to the settlement provision in the warrant agreement. In accordance with IAS 32 and IFRS Accounting Standards 9, the Private Placement warrants, Representative warrants, the Penny warrants, Arena Ordinary share warrants, and the PIPE Financing warrants (collectively the “Warrants”) are initially required to be classified as liability instruments in its entirety; therefore, the Warrants are required to be measured at fair value at each reporting period with changes in fair value recorded within earnings. During the year ended June 30, 2026, the Company changed the valuation technique for the
F-34
The following table presents the warrants outstanding and exercisable on June 30, 2026 and 2025:
| Description: | 30 June 2026 | 30 June 2025 | ||||||
| Public warrants | ||||||||
| Private Placement warrants | ||||||||
| Representative warrants | ||||||||
| Arena Ordinary share warrants | ||||||||
| PIPE Financing warrants | ||||||||
| Total warrants | ||||||||
Public, Private, and Representative Warrants
As part of EDOC’s IPO on 21 March 2024, EDOC issued warrants to third-party investors where each warrant entitles the holder to purchase one-half of one share of the Company’s ordinary shares at an exercise price of USD$
These warrants expire on the fifth anniversary i.e.
The Company may call the warrants for redemption (excluding the private warrants, and any outstanding Representative’s Warrants, and any warrants underlying units issued to the Sponsor, initial shareholders, officers, directors or their affiliates in payment of Working Capital Loans made to the Company), in whole and not in part, at a price of USD$
| ● | at any time while the warrants are exercisable, |
| ● | upon not less than |
| ● | if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $ |
| ● | if, and only if, there is a current registration statement in effect with respect to the issuance of the Class A ordinary shares underlying such warrants at the time of redemption and for the entire |
Arena Ordinary Share Warrants
In connection with the closing of the Business Combination, the Company closed the private placement, pursuant to the private offering rules under the Securities Act of 1933, as amended (the “Securities Act”), of the Arena Warrants and Debentures pursuant to the Securities Purchase Agreement dated August 23, 2023 between the Company, AOI, EDOC, certain AOI subsidiaries and Arena Investors, LP (the “PIPE Investors”) and executed the Arena Transaction Documents including the
Penny Warrants
In December 2025, the Company entered into a settlement agreement with Arena Business Solutions Global SPC II, Ltd. under which the equity line of credit facility was terminated, and a settlement agreement with the holders of the Arena debenture under which the securities purchase agreement dated August 23, 2023 and the related agreements were terminated. As a result, the Company’s contingent obligation to issue the Penny Warrants was extinguished, and the related contingent liability was derecognized, resulting in a gain on extinguishment of warrant liabilities of AUD$
F-35
PIPE Financing Warrants
During the year ended June 30, 2026, the Company completed two private placement offerings (the “PIPE Financings”), issuing an aggregate of
| ● |
| ● |
Because the PIPE warrants contain settlement and exercise provisions that do not satisfy the fixed-for-fixed condition under IAS 32, they are classified as derivative financial liabilities measured at fair value through profit or loss under IFRS 9. As of June 30, 2026, the fair value of the PIPE warrant liability was AUD$
| 16. | Lease liabilities and right-of-use assets |
The Company’s leases include rental of a solar power system and plant space. Lease liabilities are secured by the related leased assets.
Solar power system lease
The solar power system lease has a term commencing on
Land lease
The Company leases land in Cootamundra, Australia, where the oilseed processing plant and ancillary buildings accommodating the equipment and facilities are located. The Cootamundra land lease has a term commencing on
Balances of the right-of use assets and lease liabilities are set forth on the accompanying statement of financial position.
The following table shows the remaining contractual maturities of the Company’s lease liabilities and the right-of-use assets as of June 30, 2026, 2025, and 2024:
| (a) Right-of-use assets | 2026 | 2025 | 2024 | |||||||||
| At cost | ||||||||||||
| Less accumulated amortization | ( | ) | ( | ) | ||||||||
| Total Right of Use assets | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| (b) Lease liabilities | ||||||||||||
| Within 1 year (Current) | ||||||||||||
| After 1 year but within 2 years | ||||||||||||
| After 2 years but within 5 years | ||||||||||||
| After 5 years | ||||||||||||
| Non-current liabilities | ||||||||||||
| Total lease liabilities | ||||||||||||
During the year ended June 30, 2026, lease payments of AUD$
F-36
| 17. | Revenue |
The Company derives its revenue from continuing operations principally from platform services.
| Year Ended June 30, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Continuing operations | ||||||||||||
| Platform Services | ||||||||||||
| Total revenues from continuing operations | ||||||||||||
Disaggregation of revenue relating to discontinued operations is presented in Note 4.
| 18. | Cost of Sales |
| Year Ended June 30, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Continuing operations | ||||||||||||
| Platform Services | ||||||||||||
| Total cost of sales from continuing operations | ||||||||||||
Disaggregation of cost of sales relating to discontinued operations is presented in Note 4.
| 19. | General and administrative expenses |
| Year Ended June 30, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| Continuing operations | ||||||||||||
| Professional fees | ||||||||||||
| Audit fee | ||||||||||||
| Employee costs | ||||||||||||
| Other expenses | ||||||||||||
| Travel expenses | ||||||||||||
| Total general and administrative expenses from continuing operations | ||||||||||||
Disaggregation of general and administrative expenses relating to discontinued operations is presented in Note 4.
| 20. | Key management personnel compensation |
Key management personnel remuneration included within employee expenses for the year is shown below:
| 2026 | 2025 | 2024 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Continuing operations | ||||||||||||
| Short-term employee benefits | ||||||||||||
| Post-employment benefits | ||||||||||||
| Total - Continuing operations | ||||||||||||
| Discontinued operations | ||||||||||||
| Short-term employee benefits | ||||||||||||
| Post-employment benefits | ||||||||||||
| Total - Discontinued operations | ||||||||||||
F-37
| ● | Key management personnel during FY 2026, FY 2025 and FY 2024 were: |
FY 2024: Gary Seaton (CEO) and Bob Wu (CFO).
FY 2025: Gary Seaton (CEO), Bob Wu (CFO, resigned in February 2025), Amarjeet Singh (CFO from February 2025) and Sathya Kondala Rao (Factory Head).
FY 2026: Gary Seaton (Co-CEO), Jamie Mohammed Zamal (Co-CEO, appointed in November 2025 and resigned in January 2026), Saw Khoon Ming (Co-CEO, appointed in January 2026), Amarjeet Singh (CFO, resigned in March 2026), Honglei Jiang (CFO, appointed in March 2026) and Sathya Kondala Rao (Factory Head).
| 21. | Finance Expenses |
| 2026 | 2025 | 2024 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Continuing operations | ||||||||||||
| Commitment fee- Arena | ||||||||||||
| Amortization of debt discount | ||||||||||||
| Unrealized loss on digital assets | ||||||||||||
| Interest expense | ||||||||||||
| Total finance expenses from continuing operations | ||||||||||||
Disaggregation of finance expenses relating to discontinued operations is presented in Note 4.
| 22. | Income Tax Expense |
| 2026 | 2025 | 2024 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Continuing operations | ||||||||||||
| Current taxes | ||||||||||||
| Deferred tax benefit | ( | ) | ||||||||||
| Income tax expense from continuing operations | ( | ) | ||||||||||
Reconciliation of income tax to accounting profit:
| 2026 | 2025 | 2024 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| (Loss) before Tax from continuing operations | ( | ) | ( | ) | ( | ) | ||||||
| Tax rate (a) | % | % | % | |||||||||
| Tax at applicable statutory rate | ( | ) | ( | ) | ( | ) | ||||||
| Less: | ||||||||||||
| Tax offset of Research & Development incentive | ||||||||||||
| Tax effect of transaction cost to be amortized over the time | ||||||||||||
| Recoupment of unrecognized prior year tax losses/Other tax adjustments | ( | ) | ||||||||||
| Current income tax expense | ||||||||||||
| Deferred income tax benefit | ( | ) | ||||||||||
| Total income tax expense | ( | ) | ||||||||||
| (a) |
| * | Deferred tax assets amounting to $ |
| * | Deferred tax liabilities of $ |
F-38
| 23. | (Loss) Earnings per share |
| (a) | Basic (loss) per share |
| 2026 | 2025 | 2024 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Continuing operations | ||||||||||||
| Basic (loss) earnings per share attributable to the ordinary equity holders of the company | ( | ) | ( | ) | ( | ) | ||||||
| Discontinued operations | ||||||||||||
| Basic (loss) earnings per share attributable to the ordinary equity holders of the company | ( | ) | ||||||||||
| Total | ( | ) | ( | ) | ( | ) | ||||||
| (b) | Diluted earnings per share |
| 2026 | 2025 | 2024 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Continuing operations | ||||||||||||
| Diluted (loss) earnings per share attributable to the ordinary equity holders of the company | ( | ) | ( | ) | ( | ) | ||||||
| Discontinued operations | ||||||||||||
| Diluted (loss) earnings per share attributable to the ordinary equity holders of the company | ( | ) | ||||||||||
| Total | ( | ) | ( | ) | ( | ) | ||||||
For the years ended June 30, 2026, 2025 and 2024, potential ordinary shares issuable upon the exercise of warrants and convertible notes were excluded from the diluted EPS calculation because their effect would be anti-dilutive due to the net losses incurred (IAS 33.41).
| (c) | Weighted average number of shares used as the denominator |
| 2026 | 2025 | 2024 | ||||||||||
| Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share | ||||||||||||
| Adjustments for calculation of diluted earnings per share: | ||||||||||||
| Amounts uncalled on partly paid shares and calls in arrears | ||||||||||||
| Options | ||||||||||||
| Deferred shares | ||||||||||||
| Convertible notes | ||||||||||||
| Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share | ||||||||||||
| 24. | Cash Flow Information |
| (a) | Reconciliation of result for the year to cashflows from operating activities — Continuing operations |
Reconciliation of net loss to net cash used in operating activities from continuing operations:
| 2026 | 2025 | 2024 | ||||||||||
| Loss for the year from continuing operations | ( | ) | ( | ) | ( | ) | ||||||
| Non-cash flows in loss: | ||||||||||||
| – amortization of debt discount | ||||||||||||
| – recapitalization expense | ||||||||||||
| – gain on extinguishment of warrant liabilities | ( | ) | ||||||||||
| – day-1 loss on warrant liabilities | ||||||||||||
| – change in fair value of warrants | ( | ) | ( | ) | ( | ) | ||||||
| – unrealized loss on digital assets | ||||||||||||
| – exchange rate effect | ( | ) | ||||||||||
| – deferred tax benefit | ( | ) | ||||||||||
| Changes in assets and liabilities: | ||||||||||||
| – (increase)/decrease in trade and other receivables | ( | ) | ||||||||||
| – increase/(decrease) in trade and other payables | ||||||||||||
| Cash flows used in operating activities from continuing operations | ( | ) | ||||||||||
Continuing operations had no third-party borrowings or lease liabilities during fiscal year 2026. For discontinued operations, cash flows and movements in borrowings and lease liabilities arising from financing activities are set out in Note 4, Note 13(a) and Note 16.
F-39
Significant non-cash investing and financing activities were as follows:
| 2026 | 2025 | 2024 | ||||||||||
| Settlement of convertible note | ||||||||||||
| Issuance of commitment fee shares | ||||||||||||
| Disbursement of third-party loan | ||||||||||||
| Settlement of promissory notes-related party | ||||||||||||
| Initial recognition of derivative warrant liabilities | ||||||||||||
| Extinguishment of penny warrant liabilities | ||||||||||||
| Change in fair value of warrant liabilities | ||||||||||||
| PIPE financing received in USDT digital assets | ||||||||||||
| Receivable from founder for USDT share subscription funds | ||||||||||||
| Software platform acquired through business combination | ||||||||||||
| Capitalization of TenantGraph software platform settled via USDT digital assets and payable | ||||||||||||
| Conversion of related party loan to equity | ||||||||||||
| Conversion of convertible note to equity | ||||||||||||
| Accrued expenses and warrant liabilities assumed upon closing of the merger with EDOC | ||||||||||||
| Promissory note – related party assumed upon closing of the merger with EDOC | ||||||||||||
Net cash flows attributable to discontinued operations from operating, investing, and financing activities are presented in Note 4.
| 25. | Related Parties |
| (a) | The Company’s main related parties are as follows: |
Key management personnel — refer to Note 20.
Other related parties include close family members of key management personnel and entities that are controlled or significantly influenced by those key management personnel or their close family members and American Physicians, LLC, shareholders from the Sponsor of EDOC.
| (b) | Transactions with related parties |
During the year ended June 30, 2026, there were related party transactions from continuing operations.
Related party transactions relating to the discontinued Australian Oilseeds Business for the years ended June 30, 2026, 2025 and 2024, are summarized below:
| Interest expense for the Year Ended 30 June 2026 | Purchases of Oils for the Year Ended 30 June 2026 | Sales of Meals for the Year Ended 30 June 2026 | Other Sales for the Year Ended 30 June 2026 | Management Fee for the Year Ended 30 June 2026 | Lease for the Year Ended 30 June 2026 | |||||||||||||||||||
| AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | |||||||||||||||||||
| Related parties | ||||||||||||||||||||||||
| Energreen Nutrition Australia Pty Ltd. | ||||||||||||||||||||||||
| Sunmania Pty Ltd. | ||||||||||||||||||||||||
| Soon Soon Oilmills Sdn Bhd. | ||||||||||||||||||||||||
| Purchases of Oils for the Year Ended 30 June 2026 | Other Purchases for the Year Ended 30 June 2026 | Sales of Meals for the Year Ended 30 June 2026 | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Related parties | ||||||||||||
| Energreen Nutrition Australia Pty Ltd. | ||||||||||||
| Soon Soon Oilmills Sdn Bhd. * | ||||||||||||
F-40
| Purchases of Seed for the Year Ended 30 June 2025 | Purchases of Oils for the Year Ended 30 June 2025 | Sales of Meals for the Year Ended 30 June 2025 | Other Sales for the Year Ended 30 June 2025 | Management Fee for the Year Ended 30 June 2025 | Lease for the Year Ended 30 June 2025 | |||||||||||||||||||
| AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | |||||||||||||||||||
| Related parties | ||||||||||||||||||||||||
| Energreen Nutrition Australia Pty Ltd. | ||||||||||||||||||||||||
| Soon Soon Oilmills Sdn Bhd. * | ||||||||||||||||||||||||
| Sunmania Pty Ltd. | ||||||||||||||||||||||||
Purchases of Seed for the Year Ended 30 June | Sales of Meals for the Year Ended 30 June | Management Fee for the Year Ended 30 June | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Related parties | ||||||||||||
| Energreen Nutrition Australia Pty Ltd. | ||||||||||||
| Soon Soon Oilmills Sdn Bhd. * | ||||||||||||
| Sunmania Pty Ltd. | ||||||||||||
| * |
| (c) | Loans to/from related parties |
The current loans are payable on demand and the non-current loans have a maturity date which is more than 12 months from the date of 30 June 2026.
| Balance | ||||||||||||
| as of 30 June 2026 | ||||||||||||
| Current | Non-current | Total principal | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Continuing operations | ||||||||||||
| Related party loan receivable (Note 7) | ||||||||||||
| Hailing Fan | ||||||||||||
| Total related party loan receivable - Continuing operations (Note 7) | | |||||||||||
| * | During the year ended June 30, 2026, Rentbuddyuk advanced two interest-free, unsecured loans totaling |
The current loans are payable on demand and the non-current loans have a maturity date which is more than 12 months from the date of 30 June 2025.
F-41
| Balance | ||||||||||||
| as of 30 June 2025 | ||||||||||||
| Current | Non-current | Total principal | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Discontinued operations | ||||||||||||
| Related party loans payable | ||||||||||||
| Energreen Nutrition Australia Pty Ltd. Loan | ||||||||||||
| CQ Oilseeds Pty Ltd. loan | ||||||||||||
| Sunmania Pty Ltd loan | ||||||||||||
| Total related party loans payable - Discontinued operations | ||||||||||||
| Energreen Nutrition- Related party loan receivable - Discontinued operations (Note 7) | ||||||||||||
| Trade payable (related party) (Note-12) | ||||||||||||
| Energreen Nutrition Australia Pty Ltd. | ||||||||||||
| Soon Soon Oilmills | ||||||||||||
| Sunmania Pty Ltd | ||||||||||||
| Total trade payable due to related parties - Discontinued operations (Note 12) | ||||||||||||
| Trade receivable (related party) (Note 7) | ||||||||||||
| Energreen Nutrition | ||||||||||||
| Sunmania Pty Ltd | ||||||||||||
| Total trade receivable due from related parties - Discontinued operations (Note 7) | ||||||||||||
The current loans are payable on demand and the non-current loans have a maturity date which is more than 12 months from the date of 30 June 2024.
| Balance | ||||||||||||
| as of 30 June 2024 | ||||||||||||
| Current | Non-current | Total | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Discontinued operations | ||||||||||||
| Related party loans payable | ||||||||||||
| Energreen Nutrition Australia Pty Ltd. Loan | ||||||||||||
| JSKS Enterprises Pty Ltd. Loan | ||||||||||||
| CQ Oilseeds Pty Ltd. loan | ||||||||||||
| Sunmania Pty Ltd loan | ||||||||||||
| Less: Origin Food loan receivable | ( | ) | ( | ) | ||||||||
| Total related party loans payable - Discontinued operations | ||||||||||||
| Energreen Nutrition Australia Pty Ltd. accounts payable - Discontinued operations (Note 12) | ||||||||||||
F-42
During the year ended June 30, 2025, the related party loan amounting to AUD
For the year ended June 30, 2024, a related party loan is owed to JSKS Enterprises Pty Ltd., which is the trustee of Gary Seaton Family Trust, and interest rate charge is
For the years ended June 30, 2026, 2025 and 2024 a related party loan is owed to Energreen Nutrition Australia Pty Ltd., which is controlled by Gary Seaton, and interest rate charge is
For the years ended June 30, 2025 and 2024 the remaining related party loan relates to an interest free loan owed to CQ Oilseeds Pty Ltd.
(d) Promissory Notes
| American Physicians LLC | ||||||||||||
| Promissory notes | ||||||||||||
| Current | Non-current | Total principal | ||||||||||
| AUD$ | AUD$ | AUD$ | ||||||||||
| Balance as on 30th June 2026 | ||||||||||||
| Balance as on 30th June 2025[1] | ||||||||||||
| Balance as on 30th June 2024[2] | ||||||||||||
| [1] |
| [2] |
On March 21, 2024, the Company issued two promissory notes in the principal amounts of USD$
The First Promissory Note accrues interest on the principal outstanding from time to time at a rate per annum equal to term SOFR for the interest period commencing on March 21, 2024. Interest shall be calculated on the basis on a 360-day year and actual days elapsed. The First Promissory Note principal and accrued interest are now past due.
The Second Promissory Note accrues interest on the principal outstanding from time to time at a rate per annum equal to term SOFR for the interest period commencing on March 21, 2024. Interest shall be calculated on the basis on a 360-day year and actual days elapsed. The Second Promissory Note principal and accrued interest are due and payable as follows:
(i) USD$
(ii) USD$
(iii) Remaining balance plus any accrued but unpaid interest shall be paid on December 21, 2025.
As of June 30, 2025, USD
Accrued interest on the First Promissory Note and the Second Promissory Note was AUD$
During the year ended June 30, 2026, all remaining obligations under the promissory notes owed to American Physicians, LLC, including outstanding principal and accrued interest, were fully settled and extinguished through repayments made on behalf of the Company. Accordingly, the balance as of June 30, 2026 is .
F-43
| 26. | Fair value measurement |
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurement are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
| ● | Level 1: quoted market price (unadjusted) in an active market for identical assets or liabilities that the entity can access at the measurement date. |
| ● | Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability; either directly or indirectly. |
| ● | Level 3: inputs that are unobservable inputs for the asset or liability. |
The carrying amounts of the financial assets and financial liabilities approximate their fair values.
The fair values of cash and cash equivalents, prepaid assets, accounts payable and accrued expenses are estimated to approximate the carrying values as of June 30, 2026, 2025, and 2024 due to the short maturities of such instruments.
The following table provides quantitative information regarding Level 3 fair value measurements for Private Warrants as of June 30, 2026 and 2025. The Representative Warrants were valued using similar information, except for the strike price which is USD$
| June 30, 2026 | June 30, 2025 | June 30, 2024 | ||||||||||
| US$ | US$ | |||||||||||
| Exercise price | $ | $ | $ | |||||||||
| Share price | $ | $ | $ | |||||||||
| Volatility | % | % | % | |||||||||
| Expected life | ||||||||||||
| Risk-free rate | % | % | % | |||||||||
| Dividend yield | % | % | % | |||||||||
Management determines the fair values of warrant liabilities using Black-Scholes and Monte-Carlo simulation models with the assistance of independent external valuation specialists. During the year ended June 30, 2026, the valuation technique for the
The following table provides quantitative information regarding Level 3 fair value measurements for the Penny Warrants and the Arena Ordinary Share Warrants as of June 30, 2026, 2025 and 2024.
| June 30, | June 30, | June 30, | ||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| US$ | US$ | US$ | ||||||||||
| Exercise price | lowest daily VWAP during the 10 preceding trading days | lowest daily VWAP during the 10 preceding trading days | lowest daily VWAP during the 10 preceding trading days | |||||||||
| Share price | ||||||||||||
| Volatility | % | % | % | |||||||||
| Expected life | ||||||||||||
| Risk-free rate | % | % | % | |||||||||
| Dividend yield | % | % | % | |||||||||
F-44
The following table provides quantitative information regarding Level 3 fair value measurements for the PIPE Financing Warrants as of June 30, 2026:
| March 2026 PIPE Warrants | April 2026 PIPE Warrants | |||||||
| US$ | US$ | |||||||
| Exercise price | $ | $ | ||||||
| Share price | $ | $ | ||||||
| Volatility | % | % | ||||||
| Expected life | ||||||||
| Risk-free rate | % | % | ||||||
| Dividend yield | % | % | ||||||
The following table presents a summary of the changes in the fair value of the Private Placement Warrants, Representative Warrants, Arena Ordinary Share Warrants, Penny Warrants, and PIPE Financing Warrants, Level 3 liabilities, measured on a recurring basis.
| Private Placement | Representative | Arena Ordinary Share | Penny | PIPE Financing | Total Warrant Liabilities | |||||||||||||||||||
| AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | |||||||||||||||||||
| Fair value as of June 30, 2024 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Change in fair value | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Fair value as of June 30, 2025 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Initial recognition upon issuance[2] | ||||||||||||||||||||||||
| Change in fair value | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Derecognition upon termination of agreement[1] | ( | ) | ( | ) | ||||||||||||||||||||
| Fair value as of June 30, 2026 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| [1] |
| [2] |
For the Level 3 warrant liabilities, a
| 27. | Financial Risk Management Objectives and Policies |
The Company’s principal financial liabilities comprise convertible notes, promissory notes and borrowings, related party loans, lease liabilities, and trade and other payables. The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include trade and other receivables and cash and cash equivalents that derive directly from its operations.
The main risks arising from the Company’s financial instruments are market risk, liquidity risk and credit risk. The Board of Directors reviews and agrees policies for managing each of these risks which are summarized below:
Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk. The sensitivity analyses in the following sections relate to the position as at June 30, 2026, 2025, and 2024.
The Company was exposed to equity price risk through its derivative warrant liabilities. As of June 30, 2026, a
Interest rate risk
The Company’s main interest rate risk arises from borrowings with variable interest rates, which expose the Company to cash flow interest rate risk. As of June 30, 2026, 2025, and 2024, the nominal amounts of borrowings from credit institutions with floating interest rates attributable to continuing operations were AUD$
F-45
The table below shows the estimated effect on profit or loss and equity of a parallel shift of the interest rate curves up or down by one percent on loans without fixed interest rates. This analysis assumes that all other variables, in particular foreign currency rates, remain constant. The calculation considers the effect of financial instruments with variable interest rates. The analysis is performed on the same basis for 2026, 2025, and 2024. As of June 30, 2026, floating-rate bank borrowings within the disposal group totaled AUD$
| Impact on loss before income taxes | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Interest rates - increase/decrease by 1% | * | +/- | ||||||
| * | As of June 30, 2026, the Company had no variable-rate borrowings in continuing operations following the reclassification of legacy bank borrowings to liabilities held for sale (refer to Note 4). |
Credit risk
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and trade receivables and amounts due from related parties.
The Company’s cash and cash equivalents are generally held with large financial institutions. Although the Company’s deposits may exceed federally insured limits, the financial institutions that the Company uses have high investment-grade credit ratings and, as a result, the Company believes that, as of June 30, 2026, its risk relating to deposits exceeding federally insured limits was not significant.
The Company has no significant off-balance sheet risk such as foreign exchange contracts, options contracts, or other hedging arrangements.
The Company believes its credit policies are prudent and reflect normal industry terms and business risk. The Company generally does not require collateral from its customers and generally requires payment from zero to 90 days from the invoice date with typical terms of 30 days. As of June 30, 2026, one customer accounted for
In addition, as of June 30, 2026, the Company held related party loan receivables totaling AUD$
Foreign currency risk
The Company’s reporting currency is Australian Dollars (“AUD”) and the Company’s subsidiary in the United Kingdom conducts its business and maintains its books and records in British Pounds (“GBP”) as its functional currency. The Company’s subsidiaries in the Cayman Islands, the British Virgin Islands, and the United States, maintain United States Dollars (“USD”) as their functional currencies. As a result, the Group is exposed to foreign exchange risk as the overseas subsidiaries’ results of operations may be affected by fluctuations in exchange rates against the AUD. If foreign currencies depreciate against the AUD, the value of the subsidiaries’ revenues, earnings, and assets as expressed in the Group’s AUD consolidated financial statements will decline. The Company do not use currency derivative contracts to hedge against foreign currency movements. Because a significant portion of the Company’s continuing liquid assets, primarily comprising the USDT holdings (US$
Liquidity risk
The Company limits its liquidity risk primarily from the funds generated from operations to settle supplier dues and provide the Company with sufficient funds to enable it to meet its financial obligations as they fall due.
F-46
The table below summaries the maturities of the Company’s undiscounted financial liabilities, based on contractual payment dates.
| On demand | Less than 3 months | 3 months to 1 year | Over 1 year | Total | ||||||||||||||||
| AUD$ | AUD$ | AUD$ | AUD$ | AUD$ | ||||||||||||||||
| June 30, 2026 | ||||||||||||||||||||
| Continuing operations | ||||||||||||||||||||
| Trade and other payables | ||||||||||||||||||||
| Total continuing operations | ||||||||||||||||||||
| Liabilities classified as held for sale [1] | ||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||
| Secured borrowings | ||||||||||||||||||||
| Trade and other payables | ||||||||||||||||||||
| Amount due to related parties | ||||||||||||||||||||
| Total liabilities held for sale | ||||||||||||||||||||
| Total | ||||||||||||||||||||
| June 30, 2025 | ||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||
| Promissory notes | ||||||||||||||||||||
| Convertible note | ||||||||||||||||||||
| Secured borrowings | ||||||||||||||||||||
| Income tax payable | ||||||||||||||||||||
| Trade and other payables | ||||||||||||||||||||
| Amount due to related parties | ||||||||||||||||||||
| Total | ||||||||||||||||||||
| June 30, 2024 | ||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||
| Promissory notes | ||||||||||||||||||||
| Convertible note | ||||||||||||||||||||
| Secured borrowings | ||||||||||||||||||||
| Income tax payable | ||||||||||||||||||||
| Trade and other payables | ||||||||||||||||||||
| Amount due to related parties | ||||||||||||||||||||
| Total | ||||||||||||||||||||
| [1] |
| 28. | Recapitalization Costs |
The difference in the fair value of the shares issued by the Company, the accounting acquirer, and the fair value of the SPAC’s accounting acquiree’s identifiable net assets represent a service received by the accounting acquirer. This difference is considered as cost of listing (recapitalization) and recorded in the consolidated profit or loss and other comprehensive income.
The following table displays the calculation of the listing costs recognized for the year ended June 30, 2024:
| Number of shares/warrants | At Closing Date | |||||||
| AUD$ | ||||||||
| Net deficit from SPAC transferred to the Company | ||||||||
| Class A Ordinary Shares | ||||||||
| Founder shareholders and other advisors | ||||||||
| Total shares issued to SPAC | ||||||||
| Diluted share price at Closing Date | ||||||||
| Total value transferred to the SPAC | ||||||||
| Recapitalization costs | ||||||||
| 29. | Legacy cost commitments |
In June 2024, the Company entered into a payment agreement with Ellenoff Grossman & Schole LLP (“EGS”) related to the fees owed to EGS at the closing of the Business Combination for which EGS provided legal representation to EDOC regarding the Business Combination. Pursuant to the agreement, the EGS agreed to reduce the amount owed by the Company by USD$
As of June 30, 2026, the Company has paid USD$
As of June 30, 2026, the Company has paid USD$
As of June 30, 2026, the Company has outstanding legacy cost commitments.
F-47
| 30. | Net Tangible Assets |
Net tangible assets per ordinary share have been determined using the net assets on the consolidated statement of financial position adjusted for non-controlling interests, intangible assets and goodwill.
| 31. | Events Occurring After the Reporting Date |
These consolidated financial statements were formally approved and authorized for issue by the Board of Directors on November 3, 2026.
Disposal of Australian Oilseeds Investments Pty Ltd
On July 27, 2026, the Group completed the disposal of its legacy Australian oilseed-processing disposal group (comprising Australian Oilseeds Investments Pty Ltd and its subsidiaries Cowcumbla Investments Pty Ltd, Cootamundra Oilseeds Pty Ltd, and Good Earth Oils Pty Ltd) pursuant to a share purchase agreement with Trusha Realty Pte Ltd, a Singapore-based purchaser. The consideration for the sale comprised nominal cash consideration of US$
Following completion of the divestment, the Group’s continuing operations consist primarily of the UK-based property-related financial services business of RentBuddyUK Limited, in which the Group acquired a
Upon completion of the disposal of the legacy oilseeds processing business on July 27, 2026, the purchaser contractually assumed all outstanding bank borrowings and operating liabilities of the disposal group in exchange for nominal consideration of US$
Cancellation of Warrants
On January 29, 2026, the Company entered into a securities purchase agreement (the “First SPA”) with certain accredited investors for a private placement of up to
On March 25, 2026, the Company entered into a securities purchase agreement (the “Second SPA”, and together with the First SPA, the “SPAs”) with certain accredited investors, non-US Persons and other qualified purchasers for a private placement of up to
Further to discussions between the Company and each of the holders of the PIPE Warrants (each, a “Holder”, and collectively, “Holders”), the Company and the Holders agreed to cancel and terminate the PIPE Warrants in their entirety, and the Holders agreed to voluntarily surrender the PIPE Warrants for cancellation and to waive and release all of their rights thereunder. On August 26, 2026, the Board of Directors of the Company held a board meeting and approved of the cancellation of the PIPE Warrants, including the form of the Warrant Cancellation, Waiver And Release Agreement (“Warrant Cancellation Agreement”). Under the Warrant Cancellation Agreement, the Company and each of the Holders agreed to cancel the PIPE Warrants held by each such Holder, and each of the Holders irrevocably and unconditionally waived and released all claims relating to such PIPE Warrants. The Warrant Cancellation Agreement also contains customary representations and warranties of both the Holder and the Company. The Company has entered into the Warrant Cancellation Agreement with each of the Holders, and all of the PIPE Warrants have been cancelled.
As of June 30, 2026, the warrants remained outstanding and were measured at fair value. The cancellation will be accounted for in the subsequent period.
Private Placement
On October 12, 2026, the Company completed a private placement of
Proposed Share Consolidation and Extraordinary General Meeting
On October 23, 2026, the Company gave notice of an Extraordinary General Meeting of shareholders to be held on November 10, 2026, to vote on proposals including an 80-for-1 consolidation of the Company’s ordinary and preference shares (reverse stock split) and a corresponding capital reorganization to support continued compliance with Nasdaq listing requirements.
Collection of Related Party Loan Receivable
Subsequent to June 30, 2026, the Company fully collected the outstanding unsecured loan receivable of AUD$
F-48
Exhibit 2.5
DESCRIPTION OF SECURITIES
As of June 30, 2026, AUSTRALIAN OILSEEDS HOLDINGS LIMITED (“we,” “us,” “our,” or the “Company”) had two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): ordinary shares, par value US$0.0001 per share (“Ordinary Shares”), and public warrants, each exercisable for one-half of one Ordinary Share at an exercise price of US$11.50 per whole share (“Public Warrants”). The following summary of the material terms of the Company’s securities is not intended to be a complete summary of the rights and preferences of such securities. We urge you to read our amended and restated memorandum and articles of association of the Company adopted by a special resolution dated March 21, 2024 and effective on March 21, 2024 (the “Amended and Restated Memorandum and Articles of Association”) and the warrant agreement, as assigned to and assumed by the Company, in their entirety for a complete description of the rights and preferences of Company’s securities as well as the Companies Act (Revised) of the Cayman Islands (the “Companies Act”).
Defined terms used herein and not defined herein shall have the meaning ascribed to such terms in the Company’s Annual Report on Form 20-F to which this Description of Securities is an exhibit.
General
The rights of our shareholders are governed by the Companies Act and the Amended and Restated Memorandum and Articles of Association. The following description of the terms of our share capital is not complete and is qualified in its entirety by reference to the applicable provisions of the Companies Act as well as the Amended and Restated Memorandum and Articles of Association, incorporated by reference as Exhibit 1.1 to the Annual Report on Form 20-F of which this Exhibit 2.5 is a part (the “Annual Report”). Capitalized terms used herein but not otherwise defined shall have the meaning as set forth in the Annual Report.
Authorized and Outstanding Share Capital
Our authorized share capital is US$55,500 divided into 500,000,000 class A ordinary shares, 50,000,000 class B ordinary shares and 5,000,000 preference shares each of a nominal or par value of US$0.0001 per share.
Ordinary Shares
As of June 30, 2026, there were 48,868,604 Ordinary Shares outstanding. All Ordinary Shares are fully paid and nonassessable.
Voting rights. Subject to any rights and restrictions for the time being attached to any class or classes of shares, on a show of hands every shareholder present in person and every person representing a shareholder by proxy shall at a general meeting of the Company have one vote and on a poll every shareholder and every person representing a shareholder by proxy shall have one vote for each share of which he or the person represented by proxy is the holder. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by one or more shareholder present in person or by proxy entitled to vote and who together hold not less than 10 per cent of the paid up voting share capital of the Company. An ordinary resolution requires a simple majority of the votes cast by the shareholders entitled to vote at a general meeting (the “Ordinary Resolution”), and a special resolution requires a majority of not less than two-thirds of such votes (the “Special Resolution”). An Ordinary Resolution or a Special Resolution may also be approved in writing by all of the shareholders entitled to vote at a general meeting. We may by Ordinary Resolution appoint any person to be a director. A director shall hold office until such time as he is removed from office by directors by Ordinary Resolution. The directors shall have power at any time and from time to time to appoint a person as director, either as a result of a casual vacancy or as an additional director, subject to the maximum number (if any) imposed by the Company by Ordinary Resolution. Our directors do not stand for re-election at staggered intervals.
Dividend rights. The directors may from time to time declare interim dividends on shares of the Company in issue and authorize payment of the same out of the funds of the Company lawfully available therefor. Under the laws of the Cayman Islands, the Company may pay a dividend out of either profit or the share premium account, provided that in no circumstances may a dividend be paid if this would result in the Company being unable to pay its debts as they fall due in the ordinary course of business. The Company may also declare final dividends by Ordinary Resolution, but no dividend may exceed the amount recommended by our board of directors. Any dividend unclaimed after six years from the date of declaration may be forfeited by our board of directors and, if so forfeited, will revert to the Company.
Rights upon liquidation. If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution and any other sanction required by the Companies Act, divide amongst the members in specie or cash the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the members or different classes of members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributors as the liquidator shall think fit, but so that no member shall be compelled to accept any shares or other securities whereon there is any liability.
Without prejudice to the rights of holders of shares issued upon special terms and conditions, if the Company shall be wound up, and the assets available for distribution among the members as such shall be insufficient to repay the whole of the paid up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively. If on a winding up the assets available for distribution among the members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed among the members in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively.
Other rights. The holders of Ordinary Shares have no preemptive or conversion rights or other subscription rights. There are no sinking fund provisions applicable to the Ordinary Shares. In order to comply with any applicable AEOI Laws and, if necessary, to reduce or eliminate any risk that the Company or any of our shareholders are subject to withholding taxes pursuant to FATCA (or any other law) or incur any costs or liabilities associated with any applicable AEOI Laws, the directors may cause the Company to undertake compulsorily redeem or repurchase any or all of the shares held by a shareholder. The directors may issue shares with such preferred or other rights, all or any of which may be greater than the rights of Ordinary Shares, at such time and on such terms as they may think appropriate.
Authorized but Unissued Shares. The authorized but unissued shares of our Ordinary Shares are available for future issuance without shareholder approval, subject to any limitations imposed by the listing standards of NASDAQ. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans. Our board of directors may also, without shareholder approval, issue preference shares in one or more series and determine their designation, voting, dividend, redemption, liquidation, conversion and other rights, which may be greater than the rights of the Ordinary Shares. The existence of authorized but unissued and unreserved Ordinary Shares and preference shares could make more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Shareholder Action; General Meetings. Our shareholders may act by a resolution in writing signed by all of the shareholders entitled to receive notice of and to attend and vote at general meetings, which is as valid and effective as a resolution passed at a general meeting duly convened and held. Our board of directors may convene a general meeting whenever it thinks fit and must convene a general meeting on the written requisition of shareholders holding not less than 10% of the paid up voting share capital of the Company. If our board of directors does not convene the requisitioned meeting within 21 calendar days after the requisition is deposited, the requisitionists may convene the meeting themselves, such meeting to be convened no less than 30 days from the date of deposit of the requisition, and the Company must reimburse their reasonable expenses. At least five calendar days’ notice (excluding the day that notice is deemed to be given and the day the meeting is to be held) is required for any general meeting. One or more shareholders holding at least a majority of the paid up voting share capital of the Company present in person or by proxy constitute a quorum.
Director Nominations and Shareholder Proposals. Our shareholders may nominate a person for election as a director at an annual general meeting by delivering notice to the Company no later than the close of business on the 90th day, and no earlier than the close of business on the 120th day, prior to the date of the annual general meeting. No special business shall be transacted at any general meeting without the consent of all members entitled to receive notice of that meeting unless notice of such special business has been given in the notice convening that meeting.
2
Amendment of Amended and Restated Memorandum and Articles of Association; Variation of Rights. Our Amended and Restated Memorandum and Articles of Association may be amended by Special Resolution, subject to the Companies Act and the rights attaching to the various classes of shares. If at any time the share capital of the Company is divided into different classes of shares, the rights attaching to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied by the board of directors with the consent in writing of the holders of two-thirds of the issued shares of that class, or with the sanction of a Special Resolution passed at a general meeting of the holders of the issued shares of that class present in person or by proxy.
Changes in Capital. We may by Ordinary Resolution increase our share capital, consolidate and divide all or any of our share capital into shares of larger amount than our existing shares, subdivide our existing shares into shares of a smaller amount, cancel any shares that have not been taken or agreed to be taken by any person and convert all or any of our paid up shares into stock and reconvert that stock into paid up shares of any denomination. We may by Special Resolution reduce our share capital and any capital redemption reserve in any manner authorized by the Companies Act.
Limitations on Ownership; Ownership Threshold. There are no limitations under the laws of the Cayman Islands or under our Amended and Restated Memorandum and Articles of Association that limit the right of non-resident or foreign owners to hold or vote Ordinary Shares. There are no provisions in our Amended and Restated Memorandum and Articles of Association which require the Company to disclose shareholder ownership above any particular ownership threshold.
Quorum
Our Amended and Restated Memorandum and Articles of Association provide that, at any meeting of the board of directors, a quorum necessary for the transaction of the business of the directors may be fixed by the Directors, and unless so fixed, if there be two or more directors shall be two, and if there be less than two directors shall be one.
No Cumulative Voting
There is nothing under the laws of the Cayman Islands which specifically prohibits or restricts the creation of cumulative voting rights for the election of directors. The Amended and Restated Memorandum and Articles of Association does not authorize cumulative voting.
Limitations on Liability and Indemnification of Officers and Directors
Our Amended and Restated Memorandum and Articles of Association provide that every director (including any alternate appointed), managing director, agent, secretary, assistant secretary or other officer for the time being and from time to time of the Company (but not including the Company’s auditor) and the personal representatives of the same shall be indemnified and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by him in or about the conduct of the Company’s business or affairs or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by him in defending (whether successfully or otherwise) any civil proceedings concerning the Company or our affairs in any court whether in the Cayman Islands or elsewhere. We have entered into indemnification agreements with each of our directors and officers. In some cases, the provisions of those indemnification agreements may be broader than the specific indemnification provisions contained under Companies Act. In addition, the Amended and Restated Memorandum and Articles of Association provide that no director, duly appointed alternate, managing director, agent, secretary, assistant secretary or other officer of the Company (but not including the Company’s auditor) shall be liable (i) for the acts, receipts, neglects, defaults or omissions of any other such director or officer or agent of the Company or (ii) by reason of his having joined in any receipt for money not received by him personally or (iii) for any loss on account of defect of title to any property of the Company or (iv) on account of the insufficiency of any security in or upon which any money of the Company shall be invested or (v) for any loss incurred through any bank, broker or other agent or (vi) for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgment or oversight on his part or (vii) for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities, or discretions of his office or in relation thereto, unless the same shall happen through his own dishonesty. The effect of this provision is to restrict our rights and the rights of our shareholders in derivative suits to recover monetary damages against a director for breach of fiduciary duties as a director. These provisions may be held not to be enforceable for violations of the federal securities laws of the United States.
3
Dissenters’ Rights of Appraisal and Payment
Under the Companies Act, with certain exceptions, our shareholders will have appraisal rights in connection with a merger or consolidation of the Company. Section 238 of the Companies Act gives shareholders the right to dissent from a merger or consolidation of a Cayman Islands company and receive the fair value of their shares instead of the merger consideration.
Shareholders’ Derivative Actions
In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands court can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a class action against or derivative actions in the name of the company to challenge actions where:
| ● | a company acts or proposes to act illegally or ultra vires with respect to the company and is therefore incapable of ratification by the shareholders; |
| ● | the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and |
| ● | those who control the company are perpetrating a “fraud on the minority”. |
Forum Selection
Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Our Amended and Restated Memorandum and Articles of Association provide that unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of fiduciary duty owed by any director, officer, employee, agent or shareholder of the Company to the Company or the Company’s shareholders, creditors or other constituents, (c) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or our Amended and Restated Memorandum and Articles of Association, or (d) any action asserting a claim governed by the internal affairs doctrine in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein; provided that suits brought to enforce any liability or duty created by the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction, shall be brought in the federal district court for the district of Delaware; and provided further that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state or federal court sitting in the State of Delaware.
4
Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.
This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.
Trading Symbol and Market
Our Ordinary Shares and Public Warrants are listed on the Nasdaq Capital Market under the symbols “COOT” and “COOTW,” respectively.
Warrants
The Public Warrants were originally issued under the warrant agreement, dated November 9, 2020, between EDOC Acquisition Corp. and Continental Stock Transfer & Trust Company, as assigned to and assumed by the Company pursuant to the Assignment, Assumption and Amendment Agreement dated March 21, 2024 (together, the “Warrant Agreement”). As of June 30, 2026, [9,000,000] Public Warrants were outstanding.
Each Public Warrant entitles its holder to purchase one-half of one Ordinary Share at an exercise price of US$11.50 per whole share, subject to adjustment under the Warrant Agreement, and Public Warrants may be exercised only in multiples of two.
The number of Ordinary Shares issuable upon exercise of the Public Warrants and the exercise price are subject to adjustment under the Warrant Agreement, including upon a reverse share split. The Public Warrants expire at 5:00 p.m., New York City time, on March 21, 2029, or earlier upon redemption or liquidation. The Company may redeem all, but not less than all, of the redeemable Public Warrants for US$0.01 per warrant upon not less than 30 days’ prior written notice, if the last sales price of the Ordinary Shares has been at least US$18.00 per share on each of 20 trading days within a 30 trading day period ending on the third trading day before notice of redemption is given, and a registration statement covering the issuance of the Ordinary Shares underlying the Public Warrants is then in effect. Cashless exercise is available in the circumstances specified in the Warrant Agreement.
5
Exhibit 4.27
Certain identified information marked with [*****] has been excluded from this exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.
Confidential Settlement and Release Agreement, dated as of December 11, 2025
CONFIDENTIAL SETTLEMENT AND RELEASE AGREEMENT
This Confidential Settlement and Release Agreement (this “Settlement Agreement”) is made and entered into as of December 11, 2025 (the “Effective Date”) by and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD on behalf of and for the account of SEGREGATED PORTFOLIO #6 – SPC #6 (the “Investor”), and AUSTRALIAN OILSEEDS HOLDINGS LIMITED, a Cayman Islands exempted company (the “Company” and together with Investor, the “Parties” and each, individually, a “Party”).
RECITALS
WHEREAS, the Parties entered into a certain Purchase Agreement, dated March 5, 2024 (the “Purchase Agreement”) pursuant to which the Investor is entitled to receive Commitment Fee Shares (as defined in the Purchase Agreement), which are deemed earned as of the date of the Purchase Agreement, and to have those Commitment Fee Shares registered with the SEC for resale as Registrable Securities (as such term is defined in the Purchase Agreement) including, without limitation, additional Commitment Fee Shares which may be issued as a true-up pursuant to Section 13.04(c) of the Purchase Agreement;
WHEREAS, all capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement; and
WHEREAS, the Company has failed to comply with the issuance and registration of the Commitment Fee Shares in accordance with the terms of the Purchase Agreement and
WHEREAS, the Parties desire to fully and finally settle all outstanding disputes related to the Purchase Agreement and to document their settlement hereunder.
NOW, THEREFORE, in consideration of the terms, conditions and covenants herein set forth, the Parties hereby agree as follows:
SETTLEMENT TERMS
1. Issuance of Commitment Fee Shares. In full and final satisfaction of all obligations of the Company under the Purchase Agreement, including, without limitation, any and all claims for Commitment Fee Shares (and any true-up thereof pursuant to Section 13.04(c) of the Purchase Agreement), the Company shall, as of the Effective Date, issue to the Investor 1,750,000 Commitment Fee Shares in restricted form and cause its legal counsel to prepare, or use cause the transfer agent to accept from legal counsel of the Investor, a Rule 144 legal opinion for the prompt removal of all restrictive legends on said Commitment Fee Shares; provided, however, that all legends shall be removed not later than two (2) Business Days following the Effective Date.
2. Mutual Releases.
a. Release of the Company. Subject to the terms and conditions of this Settlement Agreement, the Investor, on behalf of itself and its owners, officers, employees, directors, parents, subsidiaries, affiliates, agents, attorneys, predecessors, successors and assigns, shall be deemed to have forever covenanted not to sue and release the Company, and its respective owners, members, officers, employees, directors, parents, subsidiaries, affiliates, agents, attorneys, predecessors, successors and assigns (collectively, the “Company Released Parties”), from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever related with respect to the Purchase Agreement, in law, admiralty or equity which the Investor ever had, now has or hereafter can, shall or may have against the Company Released Parties for, upon, or by reason of any matter, cause or thing whatsoever in any jurisdiction anywhere in the world from the beginning of time to the Effective Date; provided, however, that the foregoing release shall not include, and no release or discharge is given hereunder in respect of, the Company’s obligations under this Settlement Agreement.
b. Release of the Investor. Subject to the terms and conditions of this Settlement Agreement, the Company, on behalf of itself and its owners, officers, directors, parents, subsidiaries, affiliates, attorneys, predecessors, successors and assigns, shall be deemed to have forever covenanted not to sue and release the Investor, and its respective owners, members, officers, directors, parents, subsidiaries, affiliates, attorneys, predecessors, successors and assigns (collectively, the “Investor Released Parties”), from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, in law, admiralty or equity which Investor ever had, now has or hereafter can, shall or may have against the Investor Released Parties for, upon, or by reason of any matter, cause or thing whatsoever in any jurisdiction anywhere in the world from the beginning of time to the Effective Date; provided, however, that the foregoing release shall not include, and no release or discharge is given hereunder in respect of, Investor’s obligations under this Settlement Agreement.
3. No Admission of Liability. Nothing in this Settlement Agreement shall be construed to be an admission by any Party of any wrongdoing, liability, or breach whatsoever as to any other Party or any third-party.
4. Confidentiality.
a. Each Party acknowledges that the terms of this Settlement Agreement are confidential in nature (“Confidential Settlement Material”).
b. Except for any draft 6-K report required to be filed (if required to be filed) by the Company or any beneficial ownership report required to be filed (if required to be filed) by the Investor to disclose this Settlement Agreement (in each case, unchanged from the form included herein except to remove any “draft” notations), each Party agrees not to publicly disclose the Confidential Settlement Material, including, but not limited to, by press releases or similar public announcements or disclosures, without the prior written consent of the other Parties, which consent may be withheld by such Parties in their complete and absolute discretion; provided, however, that a Party may disclose such information about this Settlement Agreement as is required by law, subpoena, or other civil discovery device, or in response to any request from any governmental agencies, regulators, securities exchanges, or self-regulatory organizations, or in connection with any litigation between or among the Parties relating to this Settlement Agreement, and may disclose information regarding this Settlement Agreement to its professionals and advisors who have a bona fide need to know such information, including but not limited to lawyers, tax advisors, and accountants; further provided, however, that such professionals and advisors shall each agree in writing before receiving such confidential information that they will not disclose the information that is shared with them to any third parties, except as required by law.
c. In the case of a subpoena, court order, or other third party request seeking or purporting to require access to this Settlement Agreement or information about the terms thereof, each Party shall notify the other Parties promptly upon receipt of the subpoena, court order, or other request and promptly provide the other Parties a copy thereof.
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5. Miscellaneous.
a. Incorporation of Recitals. All of the WHEREAS clauses above are incorporated as if fully set forth herein and the Parties hereby agree that such WHEREAS clauses are true and accurate in all material respects.
b. Mutual Representations and Warranties. Each of the Parties represents and warrants to the other Parties, as of the date hereof, as follows:
(i) such Party is duly organized, validly existing and in good standing under the laws of the state of its organization, and is in good standing in each other jurisdiction where ownership of its assets or the conduct of its business requires it to be so;
(ii) such Party has the power and authority to enter into this Settlement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, and this Settlement Agreement has been duly executed and delivered by or on behalf of such Party and constitutes legal, valid and binding obligations of such Party, enforceable against it in accordance with their respective terms, and each Party represents and warrants that bankruptcy is not foreseeable and will not impact this Settlement Agreement; and
(iii) all corporate or other actions of the Party that are necessary or appropriate for the execution and delivery of and performance of this Settlement Agreement and such other documents and instruments have been taken, the person executing this Settlement Agreement on behalf of such Party has been duly authorized to do so by all necessary action, and neither the execution and delivery by such Party of this Settlement Agreement, nor the consummation of the transactions contemplated herein, nor performance of and compliance with the terms and provisions hereof, will (a) violate or conflict with any provision of the formation and governance documents for such Party, (b) violate any applicable law, or (c) violate or conflict with contractual provisions of any indenture, loan agreement, mortgage, contract or other material agreement to which such Party is a party or may be bound.
c. Fees and Expenses. All fees and expenses (including attorneys’ fees, costs and expenses) incurred in connection with the negotiation and execution of this Settlement Agreement shall be borne by the Party incurring such expenses.
d. Benefit of Counsel. In entering into this Settlement Agreement, each Party hereto represents and warrants that it is not relying on any representations, opinions, conclusions, recommendations, or opinions expressed by, provided by, or inferred from any other Party to this Settlement Agreement, any attorney for any other Party, or any other Party’s experts, consultants, directors, employees or agents. Each Party represents and warrants that it has been fully advised by its attorney concerning the effect and finality of this Settlement Agreement, and that the Party understands, without reservation or doubt, the effect and finality of this Settlement Agreement.
e. Construction of Settlement Agreement. This Settlement Agreement is the product of arms’ length negotiations between the Parties and their respective attorneys. Each of the Parties hereto expressly acknowledges and agrees that this Settlement Agreement shall be deemed to have been mutually prepared so that the rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Settlement Agreement.
f. Amendment. This Settlement Agreement may not be amended except by execution of an instrument (or instruments) in writing signed on behalf of each of the Parties.
g. Counterparts. This Settlement Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. This Settlement Agreement, signed and transmitted by facsimile machine or pdf file, is to be treated as an original document and the signature of any party hereon, if so transmitted, is to be considered as an original signature, and the document so transmitted is to be considered to have the same binding effect as a manually executed original.
h. Entire Agreement. This Settlement Agreement constitutes the entire agreement among the Parties with respect to the specific subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the specific subject matter hereof. Upon the effectiveness of this Settlement Agreement, the Purchase Agreement shall be, and hereby is, terminated in its entirety and shall be of no further force or effect, and all rights and obligations of any party thereunder are hereby extinguished.
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i. Severability. In the event that any provision of this Settlement Agreement or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Settlement Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The Parties hereto shall replace such void or unenforceable provision of this Settlement Agreement with a valid and enforceable provision that will achieve, to the greatest extent possible, the economic, business and other purposes of such void or unenforceable provision.
j. Consent to Jurisdiction; Waiver of Jury Trial. This Settlement Agreement shall be construed and interpreted according to the laws of the State of New York, without regard to the conflicts of law rules thereof. The New York state and federal courts located in New York County, New York shall have exclusive jurisdiction over any controversies regarding this Settlement Agreement, and the Parties waive any argument they may otherwise have with respect to the exercise of personal jurisdiction by the courts located in New York County, New York. Each of the Parties irrevocably waives, to the fullest extent it may effectively do so under applicable legal requirements, any objection to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS SETTLEMENT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
k. Assignment. No Party may assign either this Settlement Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Parties. Any purported assignment in violation of this Section 5(k) shall be void. This Settlement Agreement shall binding upon and inure to the benefit of the Parties hereto and their respective representatives, successors and assigns.
l. No Waiver. No failure or delay on the part of any Party hereto in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor will any single or partial exercise of any such right preclude other or further exercise thereof or of any other right.
m. No Duress. This Settlement Agreement is executed and delivered voluntarily by each of the Parties without any duress or undue influence on the part, or on behalf, of any of them.
n. Cumulative Remedies. All remedies, either under this Settlement Agreement or otherwise afforded to any Party at law or equity, shall be cumulative and not alternative.
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o. Prevailing Party. If any litigation action or similar adjudicatory proceeding is commenced by any Party to enforce its rights under this Settlement Agreement, all fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and court costs, incurred by the prevailing Party in such litigation, action, arbitration or similar adjudicatory proceeding shall be reimbursed by the non-prevailing Party; provided however, that if a Party to such litigation, action or similar adjudicatory proceeding prevails in part, and loses in part, the court, arbitrator or other adjudicator presiding over such litigation, action, or proceeding shall award a reimbursement of the fees, costs and expenses incurred by such Party on an equitable basis.
p. Limitation on Use. Neither this Settlement Agreement, nor any of its provisions, shall be offered or received in evidence in any action or proceeding of any nature, or otherwise referred to or used in any manner in any court or other tribunal, except to enforce or implement the terms of this Settlement Agreement.
q. Further Assurances. On the reasonable request of any Party, the other Parties shall, at their sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, reasonably necessary to give full effect to this Settlement Agreement.
r. Investor’s Compliance with Securities Laws. The Investor acknowledges and agrees that it is solely responsible for its own compliance with all applicable securities laws, rules, and regulations in connection with its acquisition, holding, and disposition of the Settlement Shares. The Company and the Shareholder shall have no obligation or liability with respect to the Investor’s compliance with such laws.
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IN WITNESS WHEREOF, the Parties hereto have executed this Settlement Agreement as of the date first set forth above.
ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD on behalf of and for the account of SEGREGATED PORTFOLIO #6 – SPC #6
| By: | /s/ Lawrence Cutler | |
| Name: | Lawrence Cutler | |
| Title: | Authorized Signatory | |
| AUSTRALIAN OILSEEDS HOLDINGS LIMITED | ||
| By: | /s/ Gary Seaton | |
| Name: | Gary Seaton | |
| Title: | Co- CEO | |
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Confidential Settlement and Release Agreement, dated as of December 22, 2025
CONFIDENTIAL SETTLEMENT AND RELEASE AGREEMENT
This Confidential Settlement and Release Agreement (this “Settlement Agreement”) is made and entered into as of December 22, 2025 (the “Effective Date”) by and between ARENA FINANCE MARKETS, LP, ARENA SPECIAL OPPORTUNITIES (OFFSHORE) MASTER, LP, ARENA SPECIAL OPPORTUNITIES PARTNERS II, LP, ARENA SPECIAL OPPORTUNITIES PARTNERS (CAYMAN MASTER) II, LP, and ARENA SPECIAL OPPORTUNITIES PARTNERS III, LP (each, a “Holder” and together the “Holders”); and AUSTRALIAN OILSEEDS HOLDINGS LIMITED, a Cayman Islands exempted company (the “Company” and together with the Holders, the “Parties” and each, individually, a “Party”).
RECITALS
WHEREAS, the Company, Arena Investors, LP and EDOC Acquisition Corp., an exempted company incorporated under the laws of Cayman Island, entered into and executed that certain Securities Purchase Agreement dated as of August 23, 2023 (as amended, restated, supplement from time to time, the “Purchase Agreement”) providing for the issuance of certain of the Company’s securities including debt securities and ordinary share purchase warrants and in connection with which were delivered the Deed of Guarantee and Indemnity, dated as of March 22, 2024 (the “Guarantee”), the General Security Deed, dated as of March 22, 2024 (the “Security Deed”), the Mortgage Term Deed, dated as of March 22, 2024 (the “Mortgage”:
WHEREAS, pursuant to the Debenture Purchase Agreement the Company issued to Arena Investors, LP, a 10% Original Issue Discount Secured Convertible Debenture Due September 21, 2025 (s amended, restated, supplement from time to time, the “Debenture”);
WHEREAS, portions of the Debenture were assigned by Arena Investors, LP to each of the Holders and therefore Arena Investors, LP is no longer the holder of the Debenture;
WHEREAS, the Purchase Agreement, the Debenture, the Guarantee, the Security Deed, the Mortgage, and all other agreements, deeds, instruments, securities, rights, and documents executed, delivered, or issued in connection with or arising from the foregoing (including but not limited to the Intercompany Loan Agreement, the Payment Directions Deed, and the Subordination Deeds), are hereinafter collectively referred to as the “Terminated Agreements”
WHEREAS, all capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement; and
WHEREAS, the Parties desire to fully and finally settle all outstanding disputes related to the Terminated Agreements and to document their settlement hereunder.
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NOW, THEREFORE, in consideration of the terms, conditions and covenants herein set forth, the Parties hereby agree as follows:
SETTLEMENT TERMS
1. Payment of Settlement Amount.
In consideration for the covenants, promises, representations and obligations assumed hereunder, and for the complete termination of the Terminated Agreements and the full and final release of all obligations thereunder, the Company shall pay to Arena Limited SPV, LLC, for the benefit of the Holder’s the aggregate amount of $112,500 in immediately available cash (the “Settlement Amount”), in accordance with the wire instructions attached hereto as Exhibit A.
2. Mutual Releases.
a. Release of the Company. Subject to the terms and conditions of this Settlement Agreement, each Holder, on behalf of itself and its owners, officers, employees, directors, parents, subsidiaries, affiliates, agents, attorneys, predecessors, successors and assigns, shall be deemed to have forever covenanted not to sue and release the Company, and its respective owners, members, officers, employees, directors, parents, subsidiaries, affiliates, agents, attorneys, predecessors, successors and assigns, and any and all guarantors (including but not limited to Gary Donald Seaton) (collectively, the “Company Released Parties”), from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever related with respect to the Terminated Agreements in law, admiralty or equity which such Holders ever had, now has or hereafter can, shall or may have against the Company Released Parties for, upon, or by reason of any matter, cause or thing whatsoever in any jurisdiction anywhere in the world from the beginning of time to the Effective Date; provided, however, that the foregoing release shall not include, and no release or discharge is given hereunder in respect of, the Company’s obligations under this Settlement Agreement or any claims for indemnification under Section 5.10 of the Purchase Agreement..
b. Release of the Holders. Subject to the terms and conditions of this Settlement Agreement, the Company, on behalf of itself and its owners, officers, directors, parents, subsidiaries, affiliates, attorneys, predecessors, successors and assigns, shall be deemed to have forever covenanted not to sue and release each Holder, and its respective owners, members, officers, directors, parents, subsidiaries, affiliates, attorneys, predecessors, successors and assigns (collectively, the “Holder Released Parties”), from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, in law, admiralty or equity which such Company ever had, now has or hereafter can, shall or may have against the Holder Released Parties for, upon, or by reason of any matter, cause or thing whatsoever in any jurisdiction anywhere in the world from the beginning of time to the Effective Date; provided, however, that the foregoing release shall not include, and no release or discharge is given hereunder in respect of, such Holder’s obligations under this Settlement Agreement.
3. No Admission of Liability. Nothing in this Settlement Agreement shall be construed to be an admission by any Party of any wrongdoing, liability, or breach whatsoever as to any other Party or any third-party.
4. Confidentiality.
a. Each Party acknowledges that the terms of this Settlement Agreement are confidential in nature (“Confidential Settlement Material”).
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b. Except for the filing of any draft 6-K report required to be filed (if required to be filed) to disclose this Settlement Agreement (in each case, unchanged from the form included herein except to remove any “draft” notations), each Party agrees not to publicly disclose the Confidential Settlement Material, including, but not limited to, by press releases or similar public announcements or disclosures, without the prior written consent of the other Parties, which consent may be withheld by such Parties in their complete and absolute discretion; provided, however, that a Party may disclose such information about this Settlement Agreement as is required by law, subpoena, or other civil discovery device, or in response to any request from any governmental agencies, regulators, securities exchanges, or self-regulatory organizations, or in connection with any litigation between or among the Parties relating to this Settlement Agreement, and may disclose information regarding this Settlement Agreement to its professionals and advisors who have a bona fide need to know such information, including but not limited to lawyers, tax advisors, and accountants; further provided, however, that such professionals and advisors shall each agree in writing before receiving such confidential information that they will not disclose the information that is shared with them to any third parties, except as required by law.
c. In the case of a subpoena, court order, or other third party request seeking or purporting to require access to this Settlement Agreement or information about the terms thereof, each Party shall notify the other Parties promptly upon receipt of the subpoena, court order, or other request and promptly provide the other Parties a copy thereof.
5. Miscellaneous.
a. Incorporation of Recitals. All of the WHEREAS clauses above are incorporated as if fully set forth herein and the Parties hereby agree that such WHEREAS clauses are true and accurate in all material respects.
b. Mutual Representations and Warranties. Each of the Parties represents and warrants to the other Parties, as of the date hereof, as follows:
(i) such Party is duly organized, validly existing and in good standing under the laws of the state of its organization, and is in good standing in each other jurisdiction where ownership of its assets or the conduct of its business requires it to be so;
(ii) such Party has the power and authority to enter into this Settlement Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, and this Settlement Agreement has been duly executed and delivered by or on behalf of such Party and constitutes legal, valid and binding obligations of such Party, enforceable against it in accordance with their respective terms, and each Party represents and warrants that bankruptcy is not foreseeable and will not impact this Settlement Agreement; and
(iii) all corporate or other actions of the Party that are necessary or appropriate for the execution and delivery of and performance of this Settlement Agreement and such other documents and instruments have been taken, the person executing this Settlement Agreement on behalf of such Party has been duly authorized to do so by all necessary action, and neither the execution and delivery by such Party of this Settlement Agreement, nor the consummation of the transactions contemplated herein, nor performance of and compliance with the terms and provisions hereof, will (a) violate or conflict with any provision of the formation and governance documents for such Party, (b) violate any applicable law, or (c) violate or conflict with contractual provisions of any indenture, loan agreement, mortgage, contract or other material agreement to which such Party is a party or may be bound.
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c. Fees and Expenses. All fees and expenses (including attorneys’ fees, costs and expenses) incurred in connection with the negotiation and execution of this Settlement Agreement shall be borne by the Party incurring such expenses.
d. Benefit of Counsel. In entering into this Settlement Agreement, each Party hereto represents and warrants that it is not relying on any representations, opinions, conclusions, recommendations, or opinions expressed by, provided by, or inferred from any other Party to this Settlement Agreement, any attorney for any other Party, or any other Party’s experts, consultants, directors, employees or agents. Each Party represents and warrants that it has been fully advised by its attorney concerning the effect and finality of this Settlement Agreement, and that the Party understands, without reservation or doubt, the effect and finality of this Settlement Agreement.
e. Construction of Settlement Agreement. This Settlement Agreement is the product of arms’ length negotiations between the Parties and their respective attorneys. Each of the Parties hereto expressly acknowledges and agrees that this Settlement Agreement shall be deemed to have been mutually prepared so that the rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Settlement Agreement.
f. Amendment. This Settlement Agreement may not be amended except by execution of an instrument (or instruments) in writing signed on behalf of each of the Parties.
g. Counterparts. This Settlement Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. This Settlement Agreement, signed and transmitted by facsimile machine or pdf file, is to be treated as an original document and the signature of any party hereon, if so transmitted, is to be considered as an original signature, and the document so transmitted is to be considered to have the same binding effect as a manually executed original.
h. Entire Agreement and Termination of Prior Agreements. This Settlement Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to such subject matter. Upon the Holders’ receipt in full of the Settlement Amount, the Terminated Agreements, including, without limitation, all rights, covenants, obligations, liabilities, and duties of any party thereunder, are hereby irrevocably and unconditionally terminated in their entirety, shall be deemed fully and finally extinguished and discharged, and shall be of no further force or effect whatsoever.
i. Severability. In the event that any provision of this Settlement Agreement or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Settlement Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The Parties hereto shall replace such void or unenforceable provision of this Settlement Agreement with a valid and enforceable provision that will achieve, to the greatest extent possible, the economic, business and other purposes of such void or unenforceable provision.
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j. Consent to Jurisdiction; Waiver of Jury Trial. This Settlement Agreement shall be construed and interpreted according to the laws of the State of New York, without regard to the conflicts of law rules thereof. The New York state and federal courts located in New York County, New York shall have exclusive jurisdiction over any controversies regarding this Settlement Agreement, and the Parties waive any argument they may otherwise have with respect to the exercise of personal jurisdiction by the courts located in New York County, New York. Each of the Parties irrevocably waives, to the fullest extent it may effectively do so under applicable legal requirements, any objection to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS SETTLEMENT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
k. Assignment. No Party may assign either this Settlement Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Parties. Any purported assignment in violation of this Section 5(k) shall be void. This Settlement Agreement shall binding upon and inure to the benefit of the Parties hereto and their respective representatives, successors and assigns.
l. No Waiver. No failure or delay on the part of any Party hereto in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor will any single or partial exercise of any such right preclude other or further exercise thereof or of any other right.
m. No Duress. This Settlement Agreement is executed and delivered voluntarily by each of the Parties without any duress or undue influence on the part, or on behalf, of any of them.
n. Cumulative Remedies. All remedies, either under this Settlement Agreement or otherwise afforded to any Party at law or equity, shall be cumulative and not alternative.
o. Prevailing Party. If any litigation action or similar adjudicatory proceeding is commenced by any Party to enforce its rights under this Settlement Agreement, all fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and court costs, incurred by the prevailing Party in such litigation, action, arbitration or similar adjudicatory proceeding shall be reimbursed by the non-prevailing Party; provided however, that if a Party to such litigation, action or similar adjudicatory proceeding prevails in part, and loses in part, the court, arbitrator or other adjudicator presiding over such litigation, action, or proceeding shall award a reimbursement of the fees, costs and expenses incurred by such Party on an equitable basis.
p. Limitation on Use. Neither this Settlement Agreement, nor any of its provisions, shall be offered or received in evidence in any action or proceeding of any nature, or otherwise referred to or used in any manner in any court or other tribunal, except to enforce or implement the terms of this Settlement Agreement.
q. Further Assurances. On the reasonable request of any Party, the other Parties shall, at their sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, reasonably necessary to give full effect to this Settlement Agreement.
r. Termination of Security Interests. Within three (3) business days of the Holders’ receipt of the Settlement Amount, the Holders shall, at their sole cost and expense, take all necessary actions to terminate, release, and discharge any and all security interests, mortgages, liens, charges, and encumbrances granted in connection with the Terminated Agreements, including but not limited to those created by the Security Deed and the Mortgage. Such actions shall include filing all necessary termination statements and financing change statements (such as on the Australian Personal Property Securities Register (PPSR)) and delivering to the Company evidence of such terminations satisfactory to the Company. The Holders shall also promptly return to the Company any and all original documents or property held as collateral, including, without limitation, any original share certificates or title deeds.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the Parties hereto have executed this Settlement Agreement as of the date first set forth above.
| AUSTRALIAN OILSEEDS HOLDINGS LIMITED | ||
| By: | /s/ Gary Seaton | |
| Name: | Gary Seaton | |
| Title: | Co- CEO and Director | |
| ARENA FINANCE MARKETS, LP | ||
| By: | /s/ Lawrence Cutler | |
| Name: | Lawrence Cutler | |
| Title: | Authorized Signatory | |
| ARENA SPECIAL OPPORTUNITIES (OFFSHORE) MASTER, LP | ||
| By: | /s/ Lawrence Cutler | |
| Name: | Lawrence Cutler | |
| Title: | Authorized Signatory | |
| ARENA SPECIAL OPPORTUNITIES PARTNERS II, LP | ||
| By: | /s/ Lawrence Cutler | |
| Name: | Lawrence Cutler | |
| Title: | Authorized Signatory | |
| ARENA SPECIAL OPPORTUNITIES PARTNERS (CAYMAN MASTER) II, LP | ||
| By: | /s/ Lawrence Cutler | |
| Name: | Lawrence Cutler | |
| Title: | Authorized Signatory | |
| ARENA SPECIAL OPPORTUNITIES PARTNERS III, LP | ||
| By: | /s/ Lawrence Cutler | |
| Name: | Lawrence Cutler | |
| Title: | Authorized Signatory | |
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EXHIBIT A
WIRE INSTRUCTIONS
[*****]
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Exhibit 8.1
Subsidiaries of Australian Oilseeds Holdings Limited
|
Name |
Jurisdiction of Incorporation |
| RENTBUDDYUK LIMITED | England and Wales |
| Magic Mission International Limited | British Virgin Islands |
| Vellexa Group Inc. | Wyoming, United States |
Exhibit 12.1
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Gary Seaton, certify that:
| 1. | I have reviewed this annual report on Form 20-F of Australian Oilseeds Holdings Limited; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
| 4. | The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
| 5. | The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
| Date: November 3, 2026 | ||
| By: | /s/ Gary Seaton | |
| Gary Seaton, Co-Chief Executive Officer (Principal Executive Officer) |
||
Exhibit 12.2
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Saw Khoon Ming, certify that:
| 1. | I have reviewed this annual report on Form 20-F of Australian Oilseeds Holdings Limited; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
| 4. | The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
| 5. | The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
| Date: November 3, 2026 | ||
| By: | /s/ Saw Khoon Ming | |
| Saw Khoon Ming, Co-Chief Executive Officer (Principal Executive Officer) |
||
Exhibit 12.3
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jiang Honglei, certify that:
| 1. | I have reviewed this annual report on Form 20-F of Australian Oilseeds Holdings Limited; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; |
| 4. | The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
| 5. | The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
| Date: November 3, 2026 | ||
| By: | /s/ Jiang Honglei | |
|
Jiang
Honglei, Chief Financial Officer |
|
Exhibit 13.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Australian Oilseeds Holdings Ltd. (the “Company”) on Form 20-F for the fiscal year ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: November 3, 2026 | ||
| By: | /s/ Gary Seaton | |
| Gary Seaton | ||
| Co-Chief Executive Officer | ||
| By: | /s/ Saw Khoon Ming | |
| Saw Khoon Ming | ||
| Co-Chief Executive Officer | ||
Exhibit 13.2
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Australian Oilseeds Holdings Limited (the “Company”) on Form 20-F for the fiscal year ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: November 3, 2026 | ||
| By: | /s/ Jiang Hongli | |
| Jiang Hongli | ||
| Chief Financial Officer | ||
Exhibit 15.1
 |
Tel: +61 7 3237 5999 Fax: +61 7 3221 9227 www.bdo.com.au |
Level 18, 360 Queen Street Brisbane QLD 4000 GPO Box 457 Brisbane QLD 4001 Australia |
Accountants’ Consents – Financial Statements are
Incorporated by Reference in a Registration Statement
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Form 20-F of our reports dated 23 October 2025 relating to the consolidated financial statements of Australian Oilseeds Holdings Limited (the Company) appearing in the Company’s Annual Report on Form 20-F for the year ended June 30, 2026.
BDO Audit Pty Ltd
Brisbane, Australia
November 3, 2026
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